This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. Topics include asset partitioning, fiduciary duties, shareholder voting, derivative suits, executive compensation, control transactions, and insider trading. One quarter of the course will be based on problems drawn from transactional settings; this part of the course is still experimental and will involve some group work and graded quizzes.
Students should have a familiarity with rudimentary accounting and finance concepts at the level of Analytical Methods for Lawyers. Please consult the syllabus of Analytical Methods if you are unsure whether your background is sufficient.