Prerequisites: Any one of the following: a prior course in corporate law, a parallel corporations course at HLS, or prior experience in matters relating to corporate governance or finance.

Exam Type: No Exam

Grading will be based on reaction memos and class participation.

This course surveys broad issues in corporate governance by highlighting jurisdictional differences and contrasting the corporation with alternative legal entities. Course materials will address issues associated with controlling shareholders and autonomous managers; the identity of dominant owners (e.g., institutional investors, family dynasties, and the state); dominant sources of finance (e.g., banks vs. markets); the public institutions that shape corporate law; the internal governance of business entities (e.g., board structure); and the influence of external actors such as activist shareholders and proxy advisors. An overarching theme in the course lies in identifying connections among particular constellations of issues – for example, the associations between bank financing and state ownership, institutional shareholders and shareholder activism, or specialized courts and fiduciary duties. Class materials will draw from law and finance papers, press reports, and primary legal materials.