Corporations

This course is an introduction to the basic legal rules and principles governing the relations between managers, investors, and (to a lesser extent) creditors in the corporation. The course is the foundation for advanced business law courses. We focus on problems that arise because a firm's managers and owners have conflicting interests. We examine the costs associated with this conflict and how markets, legal standards (particularly judicially developed fiduciary duties) and contracts might reduce them. We also examine the way in which federal securities law complements state-level corporate law in the governance of public corporations. Topical areas of coverage include shareholder activism, mergers and acquisitions, insider trading, and venture capital. Elements used in grading: Attendance, Class Participation, Exam.