CORPORATIONS

This is the basic course in corporation law. It emphasizes counseling and planning, business background, statutory developments, and social policy considerations. The course briefly considers basic theories of the firm and their role in the economy. It covers basic principles of agency law; the incorporation of an enterprise, including factors relating to choosing a corporation as against other business forms (notably partnership). We then consider management and control of the corporation, actions of directors and officers, and, generally, the distribution of powers within the corporate structure. The role of shareholders is examined, with special emphasis on proxy regulation under the Securities Exchange Act of 1934, including recent reform proposals seeking to enhance shareholder democracy.

A major part of the course is devoted to the fiduciary obligations of directors and controlling shareholders in general, and in the context of mergers & acquisitions and takeovers in particular. An examination of transfers of corporate control is followed by treatment of the permissible scope of anti-takeover devices and shareholder remedies. The final portion of the course considers regulation of insider trading under Rule 10b-5 and Section 16(b) of the Securities Exchange Act and relevant case law. Much discussion centers around important state statutes, notably the Delaware General Corporation Law, the Securities and Exchange Act, and the Sarbanes Oxley Act. Reference to parallel legal developments in other jursidictions (Europe and its member states and selected other countries) will be made throughout the course. Full cases and literature on specific issues will be assigned throughout the semester in addition to readings from the textbook.

Textbook used in this class is: Allen and Kraakman, Commentaries and Cases on the Law of Business Organizations.

SEMINAR ON LAW AND CAPITALISM: A COMPARATIVE APPROACH

This seminar explores the institutional foundations of corporate governance around the world as a means of understanding the relationship between law and economic development. We start from the premise that all successful, market-oriented political economies must adequately respond to a common set of problems involving the accumulation and deployment of capital, and the organization and regulation of firms to engage in economically productive activity. By focusing on a series of recent, important corporate governance failures around the world, we seek to better understand both the commonality of the economic problems facing all market-oriented systems, and the diversity of institutional responses to these problems. The cases are drawn from a variety of countries in different stages of economic development, including the United States, Germany, Japan, Italy, Korea, Poland, Russia and China.

LAWYERING ACROSS MULTIPLE LEGAL ORDERS

The first year of law school generally introduces students to basic principles of US law, including state and federal law. But in today's world, most lawyers practice law in multiple legal orders, including (in addition to domestic law) foreign law, regional law, and international law of multiple sources. In addition, comparative law is a powerful lens through which to appreciate and evaluate domestic law.

This course thus has both distinct objectives and a distinctive methodology.

The course's fundamental objective is to better prepare students for contemporary legal practice by introducing them to the basic issues and principles of international law (both public and private) and by equipping them with a keen comparative law perspective. In so doing, the course will explore both the special promise and the special challenges that these fields of law present.

The course is also distinct in methodology. It takes as its springboard a series of cases that have rich international or comparative law dimensions, but are also consciously modeled on concrete cases that students either encountered during the first semester (in contracts, torts, civil procedure, and legal methods), or are encountering concurrently in other second semester courses (in criminal law, property, and constitutional law), or are likely to encounter later in certain upperclass courses (such as regulatory law and criminal procedure).

The course will explore how these "internationalized" or "comparatavized" cases would be resolved, not only in the US and/or under US law, but also in other jurisdictions around the world and/or under other bodies of law. We will endeavor to arrive at possible explanations for the differences observed -- explanations that may lie in legal rules, the operation of judicial and other institutions, or the political economy of other countries. Included will be cases that arguably fall within the domain of, and thus interface with, regional (e.g. NAFTA) or international (e.g. WTO) legal regimes.

In short, the course aims to complement the basic domestic law orientation of the first year curriculum with distinctly international and comparative law knowledge and perspectives.