Pre/Corequisite: Corporations

Exam Type: No Exam

This discussion couse will address recent case law dealing with fudiciary duties and related topics with an emphasis on Delaware corporations, limited partnerships, and limited liability companies.  The issues for discussion will range from director duties in M&A transactions to the latitude allowed tranactional planners to “contract out” of fiduciary duties, either with express statutory authorization or by contract alone, as in shareholder agreements. The course readings will also address broader issues such as whether contract or procedural requirements are displacing more general equitable standards and if so for what reasons?