Corporate and Securities Law Policy
Fall term, Block H/I
Professors Lucian A. Bebchuk and Mr. Holger Spamann
3 classroom credits LAW-34060A
This course will consider a range of issues in corporate and securities law policy. The issues to be considered include the allocation of power between managers and shareholders, corporate transactions, boards of directors, executive pay, regulatory competition, investor litigation, and differences in corporate and securities laws around the world. Some sessions will feature speakers, including both academics and prominent practitioners, who will present their work and thinking about current issues and research in the area. Readings will be mainly from law review articles. Many of the readings will use economic reasoning, and familiarity with (or at least tolerance for) such reasoning will be helpful. The aim will be to give students a good sense of the issues that have been discussed in the literature and the ways in which the corporate law rules can be analyzed and criticized. The course will meet for 18 two-hour sessions during the semester. Outside speakers will speak on current issues in corporate and securities law policy in some of the sessions. There will be no examination. Instead, students will be asked to submit, before sessions, a brief memo on the assigned readings; grades will be based on these memos (primarily) and on class discussion. Open to JD students who took or are concurrently taking a basic course in corporations, to LLM students who took a course in corporate or business law in their prior legal studies, and to other students with the permission of the instructors. Enrollment limited to 40. Mr. Holger Spamann is executive director of the Harvard Law School's Program on Corporate Governance.