Business Entities II: Corporations
Credit Only: N Anon Gr: Y
This course provides an introduction to the basic principles of corporate law. The primary emphasis of the course is the body of state law that regulates the activities and internal affairs of business corporations. The course will focus on traditional state law principles of corporate governance, including the fiduciary duties of loyalty and care, the business judgment rule, and shareholder derivative suits. In addition to state corporate law, the course will cover some federal laws that regulate the activities of corporations, focusing on the disclosure requirements and antifraud provisions of the federal securities laws. The course has two complementary objectives: (1) to provide a strong foundation in corporate law for students who intend to enter practice without taking further courses in corporate and securities law; and (2) to prepare students who plan to take Federal Securities Regulation and other advanced courses in anticipation of a career in business law. Business Entities I: Unincorporated Business Entities (BAR 906) is strongly recommended as a prerequisite to this course.