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

This 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, hedge fund activism, control contests, executive compensation, controlling shareholders, dual-class structures, 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 their current research. To illustrate, recent speakers in this course have included prominent hedge fund activists, a sitting SEC Commissioner, the former Chief Justice of the Delaware Supreme Court, a leading M&A litigator, and prominent academics.

Readings will mainly be law review articles and materials related to speakers’ practice activities or policy research. Some 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, the course will meet for twelve 2-hour sessions which will take place during the time slot of the course and will be concentrated during the first two month of the semester. There will be no examination. Instead, students will be asked to submit, before sessions, a brief memo on the assigned readings. Grades will be based on these memos (primarily) and on participation in class discussion.