Problems in Corporate Law

1 unit

Enrollment limit: 40. Pre-requisite or co-requisite: Corporations. This 1 unit weekend course is divided into three parts. Part one explores the question of who should make corporate law. Specifically, we will discuss scholarly theories addressing whether the states or the federal government would best regulate corporate matters, and explaining Delaware's prominence in corporate law. Part two examines specialized aspects of Delaware statutory and judge-made corporate law. We will discuss the inner workings of expedited and summary litigation, problems in the organization and functioning of a corporation (focusing on management and control), and mergers and transfers of control (including hostile acquisitions, tender offers, going private transactions, and defensive tactics). Part three will explore recent topical issues in corporate governance, ranging from proxy access to executive compensation. Class attendance is required and participation is encouraged. Grading will be modified pass/fail (HP-3.94, P, LP-2.98, F-2.50). 1 unit.