Prerequisites: There are no prerequisites for the course. However, it is recommended that students either (a) have taken (or are taking concurrently) the Corporations course at HLS, (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

The course will consider a range of policy issues in the law governing corporations, securities, and capital markets. Issues to be considered include the allocation of power between managers and shareholders, takeover bids and proxy contests, hedge fund activism, index fund stewardship, executive compensation, controlling shareholders, dual-class strctures, corporate social responsibility, stakeholder capitalism and securities regulation. A substantial number of sessions will feature outside speakers; such speakers will include prominent practitioners presenting on current policy and practice issues as well as prominent academics presenting on current research. To illustrate, recent speakers in this course have included prominent hedge fund activists, a sitting SEC Commissioner, a leading M&A litigator, and prominent academics.

Readings will mainly be law review articles and discussion papers. Many of the readings will use economic reasoning, and an interest in or tolerance for such reasoning will be helpful. The aim of the course will be to give students a good sense of the issues that have been discussed in the literature or in current debates, and the ways in which policy arguments about such issues can be developed.

The course will not meet on all Wednesdays and Thursdays during the semester. Rather, it will meet for twelve 2-hour sessions which will all take place during the time slot of the course and will be concentrated in the first two months of the semester.

There will be no examination. Instead, students will be asked to submit brief memos in connection with each session. Grades will be based on these memos (primarily) and on participation in class discussion.