Categories: Business, Corporate, Commercial Law

Instructor(s) Nili, Yaron

This is an introductory course offering a survey and economic analysis of the legal rules applicable to large public corporations. There is a heavy emphasis on Delaware corporate law with some coverage of federal securities laws where applicable to corporate governance. Topics of coverage include the governance of a widely held corporation, shareholder voting, mergers and acquisitions, leveraged buyouts, fiduciary duties of corporate directors, corporations with a controlling shareholder, corporate social responsibility, insider trading and shareholder activism. The course is designed to be accessible to students without a business background and is strongly recommended for all law students who have an interest in business law.

By the end of the semester, I will expect you to have achieved the following learning outcomes:

- Know thoroughly the fundamental sources of corporate law as well as the doctrinal analysis of major cases, including close reading of major Delaware law cases.
- Acquire a basic understanding of the economics of corporate transactions and the practical impact of corporate law on business structuring and practice.
- Demonstrate knowledge of the types of basic legal documents used in corporate settings.
- Develop a strong understanding of how corporate law theories impact the shaping of the legal landscape.

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