Prerequisite: There are no prerequisites for the course. However, it would be useful for students to (a) have taken (or are taking concurrently) the Corporations course at HLS, or (b) have taken some course that considers corporations or business associations at another law school in the US or abroad, or (c) have had prior experience that exposed them to corporate law and governance issues. Students who have questions regarding whether the course would be suitable for them should feel free to contact the instructors.

Exam Type: No Exam
There will be no examination. Instead, students will be asked to submit, before sessions, brief memos on assigned readings, and grades will be based primarily on these memos.

This course will discuss a wide range of topics in corporate and capital markets policy and practice. The aim will be to expose students to (1) key issues that have been examined in the literature, (2) current “hot” topics, and (3) the tools and modes of argument used in such analyses and discussions. Examples of issues that might be discussed are corporate elections, the allocation of power between shareholders and boards, director independence, hedge fund activism, institutional investor stewardship, short-termism, Delaware shareholder litigation, securities regulation, and private equity.

There will be two types of sessions. In four sessions, which will be concentrated in the first part of the course, the instructors will conduct a discussion of assigned readings on some basic topics in the field. The remaining eight sessions will feature outside speakers, which will mostly be prominent practitioners, who will discuss current policy and practice issues in the field.

Note: The course will not meet on all Wednesdays and Thursdays during the semester; rather, the course will meet for twelve, two-hour sessions which will take place during the time slot of the course and will be concentrated during the first two months of the semester.