LPD & Events

LAWS6844 – US Corporate Law

Objectives

Understand the structure and operation of US corporate law and corporate governance.
Examine the operation of US statutory provisions (for example under the Revised Model Business Corporation Act and the Delaware General Corporation Law), as well as other regulatory developments, such as the impact of the Sarbanes-Oxley Act 2002 and the Dodd-Frank Act 2010, plus recent reforms relating to shareholder power.
Explore and discuss leading US case law relating to corporations.

Content

The history and structure of corporate law in the US, including the central role of Delaware; the race to the bottom vs race to the top the 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.

Session

Semester 1 Intensive
21, 22, 28 February & 1 March 2013

The timetable is subject to frequent changes. Please refer to the latest version of the Postgraduate Timetable.

Assessment

Class Participation (10%)
1 x Quiz (20%)
1 x Essay or Exam (70%)

Legal Professional Development (LPD)

You can credit this unit towards Legal Professional Development (LPD). Units of study that are part of Sydney Law School’s Postgraduate Program meet the necessary Mandatory Continuing Legal Education (MCLE) of the Law Society of New South Wales and the Continuing Professional Development (CPD) requirements of the New South Wales Bar Association. You may complete this unit of study by enrolling on a non-degree basis or on an audit basis only with no assessment via Single Unit Enrolment.

Courses this unit is available in

The University of Sydney - Sydney Law School