Corporate Governance Law



SLN #: 26473
Course Prefix: LAW-691
Course Section: 018
Credit Hours: 3
Instructor(s): Velikonja

Course Description:
THIS IS A COMPRESSED CLASS. IT WILL MEET TWICE A WEEK FOR TWO HOURS FOR THE FIRST FIVE WEEKS OF THE SEMESTER. THEN AGAIN THREE TIMES (ONCE A WEEK) IN APRIL.

Increasingly, corporate lawyers are expected to serve their clients not only as legal specialists, but also as business advisers and innovators, designing new legal tools that enable their clients to achieve their business goals. The seminar will explore the multifaceted roles that modern lawyers play by examining some of the most significant transactions during the life of a public corporation: initial public offering, mergers & acquisitions, bankruptcy. We will do that by studying the relevant statutes and regulations, doctrine and articles, but also by reviewing legal and financial documents that are used to effect these transactions.

The seminar will begin where a public corporation begins: with an initial public offering. We will then spend a few classes moving chronologically through the history of mergers & acquisitions transactions, starting with the first merger wave in the 1890s and 1900s, and concluding with the last, cross-border, merger wave in 2000s. Finally, we will shift our focus to failed transactions and their aftermath. We will look at how LBOs, securitized assets, and corporate fraud are treated in bankruptcy.

There is no textbook for the seminar; a course-pack will be available from the Copy Center. There is no exam at the end of the course. Every student will be expected to write a paper on a topic relevant to the course. The writing requirement can be satisfied either by producing a research paper or by writing a judicial opinion or brief on a selected case. To assist with writing, we will dedicate the last few classes to paper presentations. Students will be expected to comment on each other's drafts, and will be graded based on their in-class participation.

Grading: paper will count for 75% of the grade, participation for 25%, based on class discussion and comments on other students' drafts.

Additional Information:
Credit Hours: 3
Grading Option: Numeric Grade and ONE-Time Pass Option is Available, or Letter Grade Only
Written Assignment: Yes, see course description
Graduation Writing Requirement: Yes*
Flexible Writing Requirement: Yes*
Skills Requirement: No
Note: Only one of the above listed requirements can be fulfilled with this course.
Final Exam Given: No
Paper or In-Class Presentation: Yes, see course description
Participation Points: Yes, see course description
Attendance Policy: Per Statement of Student Policies
Online Course Site: None