US Corporate Law (LAWS6844)

UNIT OF STUDY

The objectives of this unit are: understand the history, structure and operation of US corporate law and corporate governance; to examine the common law, statutory provisions; and to explore the tension between state and federal law, including recent regulatory developments under the Sarbanes-Oxley Act 2002 and the Dodd-Frank Act 2010. Specific issues discussed in the course include the "race to the bottom" vs "race to the top" hypotheses; the US approach to veil-piercing; the governance role of shareholders under US law; directors' duties, including the duty of care and the duty of loyalty; the operation of the business judgment rule; derivative litigation; the law relating to closely held corporations; judicial review of tender offer defences.

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Further unit of study information

Classes

Feb 20, 21 & 27, 28 (9-4)

Assessment

class participation (10%) and quiz (20%) and essay or exam (70%)

Faculty/department permission required?

No

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