U.S. Corporation Law in a Global Context
This course is geared to successful mid-career legal professionals who are interested in gaining advanced knowledge of new and important corporate law issues arising in the US and their implications for global legal practice. We begin with a brief overview of the standard concerns of corporate law and corporate liability, the typical forms of business organization, creditor protection, and some accounting and financial concepts. We then explore regulation of the voting processes and structures under US corporate law. This includes discussion of judicial attempts to curtail manipulative voting practices as well as relatively recent developments, such as shareholder activism and the drive toward long term sustainable value being espoused by many of the world's largest asset managers. This has implications for global corporate legal practice, which we begin to sketch out. We follow this with a discussion of the typical fiduciary duties in corporate law -- the duties of loyalty and care. We explore how the US is similar, and different, to other parts of the world with respect to these duties. This will also involve discussion of corporate, managerial, and directorial responsibility for preventing and/or responding to corporate wrongdoing and criminality. We explore corporate criminal liability, the growth of compliance and the rise of internal investigations and the implications -- both legal and ethical -- for corporate lawyers in the US and across the globe. We then commence a searching inquiry into mergers and acquisitions (M&A) under US corporate law. We examine the basic structure of M&A arrangements, new developments in the US, and comparative perspectives on a wide range of issues including sales of control, tender offers, freeze out mergers, so-called "hostile" acquisitions and "friendly" deals. We supplement this with cross border and transnational discussions that have addressed the regulation of takeovers and freeze out mergers in particular. We round out the course with a few special topics including the recent regulation and litigation surrounding Cybersecurity issues, such as the Yahoo settlements, and the implications for global corporate law practice.