US Business Organizations

This is an introductory course in the law of business organizations that covers the foundational concepts of the field. It is designed for students who wish to practice law, particularly business law, in the United States, but also in Canada and other common law jurisdictions. No prerequisites are required, and because the course addresses the same core institutions covered in other business organizations sections, albeit from the perspective of US law, it may be taken as an alternative to those sections. The course will survey the law of United States business organizations, with an emphasis on publicly traded corporations. It will consider conflicts among shareholders and between shareholders and creditors, as well as between shareholders and managers. It will examine the powers and duties of boards of directors and controlling shareholders, and will address basic elements of finance as well as control transactions, mergers and acquisitions, and proxy fights. The course will also consider aspects of the law of agency and partnership. Although it covers US law, with particular attention to Delaware corporate law, it will also draw on the law of business organizations in other common law jurisdictions to provide students with a comparative perspective and the analytical tools necessary for sophisticated cross-border corporate practice.