Comparative Corporate Law and Governance

From the United States to China, and from Brazil to the EU, corporate capitalism has triumphed globally as the dominant form of economic organization. Yet despite the common attributes of the corporation familiar to every U.S. law student, corporations around the world have diverse ownership structures, interact in their domestic political economies in different ways, and exhibit a host of traits that vary with the institutional context in which they operate. This seminar explores the many forms corporate capitalism takes around the world, the forces that shape domestic corporate law and governance in major countries, and the important legal and policy issues raised by global corporate activity. We will explore the rise of "agency capitalism" in the U.S. and the proliferation of new forms of corporate ownership around the world, the emergence of Chinese state capitalism and its legal and policy consequences, efforts to reform Japanese stakeholder-oriented capitalism, and the emergence of hybrid forms of business organization designed to pursue both profits and social benefits. Policy issues to be considered include the "social responsibility" or "purpose" of the corporation, the national security implications of foreign investment by state-owned enterprises, and the consequences of global hedge fund activism. Special Instructions: This class is limited to 15 law students by lottery. Depending on demand, additional students may be admitted with consent of the instructor. Interested students not admitted through the lottery process are encouraged to contact the instructor about the possibility of enrollment. Elements used in grading: Attendance, Class Participation, Written Assignments, Final Presentation.