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 semester you are enrolled in Corporations.

Exam: In Class

This course surveys the legal rules governing corporations with an emphasis on the protection of shareholders in large public corporations against management and controlling shareholders. Topics include asset partitioning, governance (shareholder voting, fiduciary duties, derivative suits, executive compensation), M&A, securities trading, corporate finance, protections of creditors and other constituencies, and choice of law. One quarter of the course will be based on problems drawn from transactional settings. The course emphasizes financial and strategic considerations throughout.

In addition to the final exam, there will be regular pass/fail quizzes throughout the semester.

Materials: Spamann/Hirst/Rauterberg, Corporations in 100 Pages (https://www.amazon.com/Corporations-100-Pages-Holger-Spamann/dp/B0B6LQRXR3/), and additional materials and problems distributed in class.