Spring 2023 • Course
Prerequisites: This is an introductory course without formal prerequisites. Nevertheless, students who are unfamiliar with rudimentary accounting and finance concepts are encouraged to take Analytical Methods for Lawyers or equivalent course online, either before or during the semester that they enroll in Corporations.
Exam Type: In Class
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. Several themes run throughout the course: one 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. This section of corporations is relatively traditional insofar as it relies on particular cases or statutory provisions to illustrate provisional solutions to generic problems that arise from contractual entities and the corporate form. But case law also preserves a record of change, since corporate law continuously evolves with new transactional technologies, changing markets, and emergent social norms.