Corporations

This course will introduce the financial and governance structure of corporations and other business entities and the economic and legal environment in which they operate. It will examine the function of legal rules, private ordering and other institutional arrangements in reducing the often-conflicting interests of shareholders, creditors, management and employees. Alternative forms of business organization such as the General Partnership, the Limited Partnership, the Limited Liability Partnership and the Limited Liability Company will be introduced. Emphasis will be given to the tension between preserving the authority of the board of directors or other decision-making body while supporting the decision maker's fiduciary responsibility to shareholders or other equity owners. This course will introduce students to shareholder voting, tender offers and conflict of interest transactions involving directors, officers or controlling shareholders. Federal securities regulation of proxy voting, corporate disclosure and insider trading will also be introduced.