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Spring 2021 Course

Corporate Reorganization

Prerequisite: None

Exam Type: No Exam

Grades are determined by 20-page papers on approved topics.

Corporate Reorganization identifies the dominant causes of business failure or distress, and analyzes how (a) corporate governance enhanced by the best business research of the last 20 years can mitigate or avoid failure and (b) chapter 11 resolves failure/distress and impacts out-of-court resolutions. We do this by reference to governance and business research papers, jurisprudence, and articles about failures in the auto, steel, financial, and manufacturing industries, and industries subject to mass tort liability. In formulating resolutions of distressed situations, we apply chapter 11 resolutions as a baseline against which other resolutions are compared. The course is designed to show that optimal restructuring is a multidisciplinary undertaking, even within its legal framework where emphasis is put on governance jurisprudence, bankruptcy jurisprudence, statutory interpretation, the constitutional limits of the bankruptcy power, the bankruptcy court’s jurisdiction, and the use of litigation. The additional classes added to render this a two-credit course add a combination of additional reorganization topics and practice skills in many areas. One class is devoted to evaluating settlement agreements students negotiate, from the perspective of what issues the students should have tried to negotiate and how to draft contracts. Other classes are devoted to case strategy, trial strategy, formulating cross examinations, and using constitutional and jurisdictional issues as tactical weapons.

Note: This course will meet for the first six weeks of the spring term.