Corporations B3
Spring term
M,T 9:45 AM - 12:00 PM
Visiting Professor Jill Fisch
4 classroom credits LAW-22000A Spring
This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. Aspects of the law of agency, partnership, and closely held corporations are briefly reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, introductory principles of corporate finance, shareholder voting, derivative suits, executive compensation, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate actors among others.
Casebook: Allen, Kraakman & Subramanian, Commentaries and Cases on the Law of Business Organization (2nd ed. 2007).