This course considers the formation and operation of corporations and compares corporations to other business forms. It examines the roles and duties of those who control businesses and the power of investors to influence and litigate against those in control. The course also addresses the special problems of closely held corporations and issues arising out of mergers and attempts to acquire firms. The course uses both new tools derived from the corporate finance and related literature and traditional tools to explore a wide range of phenomena and transactions associated with the modern business enterprise.

This course focuses on the common economic problems, such as moral hazard, information asymmetry, and rent-seeking, that drive deal structuring and deal contracting. Students will apply economic tools, such as alternative contractual regimes, transaction costs, and risk-sharing to evaluate and solve economic problems in a variety of real-world deals.

This course focuses on the corporate and securities law issues relevant to mergers and acquisitions, including the Williams Act; state statutory and case law; as well as important forms of private ordering such as poison pills, lockups, earnouts, and the allocation of risks by the acquisition agreement. Relevant accounting and tax issues will be covered as well.

This directed study is one part of a two-part full-time externship combining academic study and work experience under the supervision of a faculty member and an educational, charitable, governmental or nonprofit host organization.

This course is a semester-long independent research project resulting in a substantial research paper supervised and graded by a selected law school faculty member.

This course is a semester-long independent research project resulting in a substantial research paper supervised and graded by a selected law school faculty member