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Corporate and Capital Markets Law and Policy

Course Description

Goal and Focus: This course will discuss a wide range of topics in corporate, securities, and financial law policy and research. The aim will be to expose students to key issues that have been examined in the literature, to current “hot” topics, and to the tools and modes of argument used in such analyses and discussions. Examples of issues that might be discussed are corporate elections, executive compensation, director independence, corporate defenses, hedge fund activism, institutional investors, short-termism, controlling shareholders, dual-class structures, corporate social responsibility, and stakeholder capitalism.

There will be two types of sessions. In one type of session, which will be concentrated in the first part of the course, the instructors will conduct a discussion of assigned readings on a given topic in the field. In the second type of session, outside speakers will discuss current issues and research. We expect outside speakers to include both prominent academics (from both Harvard and other universities) and prominent practitioners (such as from leading activist hedge funds, institutional investors, and law firms).

Sessions: The course will meet for eighteen two-hour sessions (that is, a total of thirty- six hours) during September, October, and part of November, with sessions ending prior to Thanksgiving. All sessions will take place in the 1:00 - 3:00 PM slot on Wednesdays and/or Thursdays.

2-Credit Option: This is a 3-credit course, but students may opt into taking it for only 2 credits, in which case they will have reduced writing, reading, and attendance requirements as specified below. Students opting for two credits should do so by the end of the add/drop period (9/14).

Readings: Readings will be drawn mainly from law review articles as well as some materials related to speakers’ practice. Many of the readings will use economic reasoning, and familiarity with such reasoning–or at least interest in or tolerance for it–will be helpful. Readings will be made available on the Course Materials page of the course website on Canvas (canvas.harvard.edu), and in the copy center. When readings are available students will be notified by an announcement through the course website. Students who choose the 2-credit option will have a reduced the amount of reading, as they will be required to submit fewer written comments (see below).

Requirements: There will be no exam. Instead, students will be required to submit written comments on readings (either one or two comments as discussed below) before sessions in accordance with the topics provided in each session’s package. Grades will be determined at the end of the term, based on the entire body of each student’s written comments submitted throughout the term. A student’s grade can also be improved by class participation (discussed further below).

Each written comments should be about one page, 1.5 spaced. The course requirement is twenty-seven such comments for students who take the course for 3 credits, and eighteen such comments for students who take the course for 2 credits. Students taking the course for three credits are required to submit at least one comment to fifteen sessions, and students taking the course for two credits are required to submit at least one comment to twelve sessions. Thus, each student will be able to opt not to submit comments at all for some sessions and to submit only one comment for some additional sessions (and two comments for the remainder of the sessions). Comments that students elect to submit for the first session will count toward the required total of comments, though will count only favorably and will in no case operate to lower a student’s grade.

Comment nature and format: Submitted 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 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).

Submission Time and Method: Unless otherwise indicated in the session’s materials, all memos should be submitted by 9:30 AM 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, selecting the appropriate session, and uploading your memo by clicking Submit Assignment in the right-hand-side 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: Attendance in sessions is required for all registered students. However, students who choose the 2-credit option may elect not to attend the second half of the session (following the short mid-session break) in up to twelve sessions of their choice. After the first week, students planning not to attend the second hour of a session should inform the coordinator no less the 48 hours prior to the session. In case of absence from a session required due to a medical or other reason, students should contact the course coordinator.

Class Participation: 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.

Policies for Participation in the Zoom Sessions: Students should follow the HLS policie

No other apps, programs, and devices: To facilitate class discussion during sessions, students are required not to have applications or programs other than Zoom open on the device through which they connect to the session, and not to use other electronic devices, during the session.

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 all email inquiries 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.