Curriculum Guide · Courses

Professors Richard Diamond, Lisa Fairfax, Donald Langevoort, Milton Regan, Russell Stevenson, and Robert Thompson

J.D. Course 121 (cross-listed) | 4 credit hours

Students should note that Corporations is a prerequisite for Advanced Corporate Law, Comparative Corporate Law, Corporate Finance, Securities Regulation, Business Planning Seminar, and many corporate law seminars.

This is a basic course in business corporations. Brief coverage is given to factors bearing on choice of organization, including partnership attributes, process of corporate formation, corporate privileges and powers, corporate capital structure, and limited liability. Close examination is given to the governance structure of the corporation and the fiduciary obligations of directors and officers. The particular nature of the public corporation is explored. Topics studied may include stock trading by corporate insiders, transactions in corporation control, and the procedural problems in stockholder derivative suits. Along with a focus on such policy questions as federal-state jurisdiction, the nature of the corporate governance system, and the role of the corporation in modern society, the course deals with the role of the lawyer in corporate matters.