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Controlling Shareholders

Course Description

Goal and Focus: Welcome to the Controlling Shareholders course. While corporate law courses at HLS often focus on companies with dispersed shareholders, a significant fraction of public companies in the United States, and even more so around the world, have a controlling shareholder. The course aims to provide students with a sense of the issues that companies with controlling shareholders raise for courts, lawmakers, and researchers, and the ways in which policy arguments about such issues are developed and examined. Issues to be considered may include the differences between controlled and widely held companies, dual-class structures, independent directors in controlled companies, freezeouts, and self-dealing transactions. Outside speakers will participate in some sessions of the course.

Sessions: The course will meet for 6 two-hour sessions during September and October.

All sessions will take place in the Wednesday 5:00 - 7:00 PM slot.

Readings: Readings will be drawn mainly from law review articles. Many of the  readings will make policy arguments, and an interest in such arguments will be helpful. Readings will be made available on the Course Materials page of the course website on Canvas (canvas.harvard.edu). When readings are available students will be notified by an announcement through the course website.

Requirements: There will be no exam. Instead, students will be required to submit a short written memo on the readings before each session. In particular, the course requirement is four memos. As a result, each student that elects to submit a memo for the first session may opt not to submit a memo for two of the remaining five sessions, and each student that elects not to submit a memo for the first session may opt not to submit a memo for one of the remaining five sessions. Memos that students elect to submit for the first session will count towards the required total of four memos, though it will count only favorably and will in no case operate to lower a student’s grade. Grades will be determined at the end of the term, based on the entire body of each student’s memos submitted during the term. A student’s grade can also be improved by class participation (discussed further below).

Memos: Unless otherwise indicated in the session’s materials, each memo should contain two or three comments (as the materials will indicate) on the readings assigned for the session. The comments should not focus on describing or summarizing the readings. Rather, the comments should focus on making points of the kind that could be raised in a class discussion of the readings. In particular, in their comments, students may point out weaknesses in  some  of the arguments in the readings, or discuss issues and  problems,  which  the  readings  miss  or fail to analyze fully. Each comment should be about 1 - 2 pages, and should have a heading indicating its main point. The heading should be in a question format (e.g., “Does the author miss X?,” “Would it have been useful for the author to consider Y?”). The file should be submitted as a Microsoft Word file (.doc or .docx) or a rich text file (.rtf).

Submissions Format and Time: Unless otherwise indicated in the session’s materials, all memos should be submitted by 3:00 PM on the day of the session. Please submit by logging  into Canvas with your Harvard ID and PIN. Once you have logged in and selected the Controlling Shareholders course, you can submit memos by clicking on Assignments in the left- hand menu. Then select the appropriate session and upload your memo by clicking Submit Assignment in the right-hand menu. If you have any technical problems with the submission of memos through Canvas, please contact the student help desk at (617) 495-9576.

Attendance: Students are expected to attend the sessions of the course via Zoom regularly. Because students preparing comments will have thought critically about the readings before each session, the sessions are expected to contain a great deal of student discussion. It is hoped that all students will choose to participate in the discussion, and good class participation would raise a student’s grade. In the case of absence required by medical or other reason, a student should contact the course coordinator.

Policies for Participation in the Zoom Sessions: Students should follow the HLS and course policies below:

 prior to the session. Students should make sure to enter the waiting room before 5pm, at which time they will be admitted into the session by the course coordinator.

Administrative Questions and Issues: Any questions about the procedure for submitting memos, or about the administration of the course more generally, should be emailed to the course coordinator, Jordan Figueroa, at coordinator@corpgov.law.harvard.edu. The course coordinator should also be copied on emails sent to the instructors.

Prerequisites: The course is open for all LLM and SJD students. For JD students, although there is no formal prerequisite, it is recommended that students have taken the Corporations course, are concurrently taking this course, or have had prior experience that exposed them to corporate issues. Students who have questions regarding whether the course would be suitable for them should feel free to contact the instructors.