Prerequisites: There is no formal prerequisite for the course. Students without a basic familiarity – not necessarily expertise – with rudimentary accounting and finance concepts, including the time value of money, expected value, diversification, and the overall content and purpose of basic financial accounting statements, are encouraged to take Analytical Methods for Lawyers, or equivalent courses, whether at HLS, elsewhere at HU, or online, preferably before the same semester you are enrolled in Corporations.
Exam Type: Please refer to the Fall 2020 Tentative Exam Schedule
This course surveys the role of legal structure and legal controls on business enterprises with an emphasis on Delaware law and the duties of the managers, directors, and controlling shareholders of public corporations. It reviews the law of agency, which is fundamental to all legal entities. It addresses non-corporate business entities to highlight their continuities with-and differences from- business corporations. Corporate topics include limited liability, fiduciary law, shareholder voting, executive compensation, derivative suits, control transactions, mergers and acquisitions, and insider trading. This course also surveys topics in securities law that are closely related to corporate governance: in particular, the SEC’s proxy and tender offer rules and the reach of anti-fraud liability. One theme throughout the course is corporate law’s role in empowering actors with a flexible legal form, another is the law’s role in constraining insider opportunism, and a third is the judiciary’s pivotal role in balancing flexibility against constraint.