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Fall 2020 Course


Prerequisite: 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 semester you are enrolled in Corporations.

Exam Type: Please refer to the Fall 2020 Tentative Exam Schedule

This course surveys the role of legal controls on business organizations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, insider trading, shareholder voting, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate behavior among others.


Required: Klein, Ramseyer, Bainbridge, Foundation Press, Bus. Assns, 10th ed.

Optional: Ramseyer, Business Organizations, Aspen, 2d ed
Klein, Coffee & Partnoy, Business Organization and Finance (Foundation) (most recent edition)
Bainbridge, Corporate Law (Foundation) (most recent ed)