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BUSINESS ORGANIZATIONS (BUSINESS AND FINANCE LAW - 3000)
4 credits
This course is intended to familiarize students with the nature of business entities. The course begins with a review of Agency Law. Partnerships, limited partnerships and joint ventures are then examined against the background of the Uniform Partnership and Revised Uniform Limited Partnership Acts. In the examination of corporations, attention is given to the problems of forming and financing the corporation, the federal securities laws and the distinctions between publicly held and closely held firms. Considerable stress is placed on the rights of shareholders and the authority and obligations of directors and officers of a corporation. Consideration is also given to shareholders derivative actions and to the problems involved in the dissolution and combination of corporations. Grades are based upon a final examination.
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CORPORATE GOVERNANCE SEMINAR (BUSINESS AND FINANCE LAW - 2060)
2 credits
This seminar is designed to allow students an opportunity to explore corporate law-related topics of their choosing in depth. The course will initially be spent introducing and studying selected topics in corporate law not covered in the basic Business Organizations classes. The topics covered will include: Theories of the Corporation, including Classical, Contractarian and Social Responsibility Theories; The Role of Corporations in Society; The Concept of Limited Liability; Fiduciary Duties of Officers and Directors, including the cases of Mergers and Acquisitions; Dividend and Voting Conflicts with Shareholders and Self-Interested Transactions; The Changing Role and Rights of Debt; Proxy Rule Reform; The Corporate Governance Movement; Institutional Investors; the A.L.I. Corporate Governance Project; the Role and Duties of Corporate Attorneys; and others. The class will be conducted as a seminar in which students will present, defend and receive comments from their fellow students on their papers. This course is intended to complement but not to overlap the separate electives in Corporate Finance and Securities Regulation.
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ISSUES OF RACE & GENDER IN LAW (INDIVIDUAL RIGHTS - 1050)
2 credits
This course will review Feminist Legal Theory, and Critical Race Theory and their development using recent legal, social and political commentary and case law. Topics studied will include feminist and critical race method, equality, privacy, gender/race-based discrimination, the intersections of race/gender/ethnicity, sexual harassment, hate speech, and pornography. Grades are based upon a research paper.
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RACE AND CORPORATE LAW SEMINAR (INDIVIDUAL RIGHTS - 2000)
2 credits
This seminar will focus on the intersection of issues relating to race, business, corporate law and corporate governance. Students will examine examples of race discrimination by corporations and explore corporate law and governance remedies that may ameliorate the effects of discrimination. The discussions and readings will be interdisciplinary. Students will consider law and economics, behavioral economics, critical race theory and other disciplines to explore discriminatory corporate cultures and racial under-representation within large publicly held companies. Part of the focus in this seminar will be on critical race theories such as the unconscious nature of racism, the phenomenon of legal storytelling, and the idea of race as social construct. Students will examine and apply race theory to corporate governance problems. Each student must complete a scholarly research paper of at least 20 pages, and present and defend that paper during one of the last three classes. The grade for the seminar will be based on class discussions, the paper, and the presentation and defense of the paper in class.