Business Associations II
From Intel to Citigroup to Nike, publicly held companies are a key feature of the U.S. business landscape. This course surveys the basics of the law of the public corporation, giving students an introduction to several issues likely to be encountered when representing such companies or their shareholders or other constituencies. Topics covered include the purpose and goals of the corporation; the roles of the directors, officers, and shareholders in corporate governance; federal proxy regulation; the duties of corporate fiduciaries; securities fraud and insider trading; and mergers and acquisitions. Attention is given to recent high-profile corporate failures and reform initiatives inspired by them, including the Sarbanes-Oxley Act and the Dodd-Frank Act. Current events implicating issues covered in the course are also discussed.
Prerequisite: Business Associations I