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Corporations
4 classroom credits LAW-22000A Spring
Professor Robert C. Clark
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 reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, 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. Materials to be announced.
Professor Reinier Kraakman
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 reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, 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 factors among others.
Professor Jon Hanson
This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. Topics include basic fiduciary law, shareholder voting, derivative suits, executive compensation, reorganizations, and control transactions. Throughout the semester, we will critically examine the conventional justifications, and consider the potentially harmful consequences, of existing laws.