Corporations

3 units

[This course is for LLM, MLS and exchange students only.] This course surveys corporations' formation and management; relations among shareholders, officers, and directors; the impact of federal legislation on directors' duties; and the special problems of closed corporations. Covered subjects include principles of incorporation of an enterprise and the agency problems associated with the corporation, as well as management and control of the corporation, actions of directors and officers, and generally, the distribution of powers within the corporate structure. A major part of this course is devoted to the analysis of legal controls relating to, among others, the role of management in particular contexts, such as executive compensation and changes in corporate control, including the permissible scope of anti-takeover devices, hedge fund activism, and shareholder remedies.