US Corporate Law

21 March 2012

Professor Jennifer Hill presents this early 2012 intensive unit, which examines the structure and operation of US corporate law and corporate governance.

US Corporate Law explores 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.

Topics covered include:

  • 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

Professor Jennifer Hill is Professor of Corporate Law at Sydney Law School and a Director of the Ross Parsons Centre of Commercial, Corporate and Taxation Law.

She has also taught at a number of US law schools, including Vanderbilt Law School (2003-2010), University of Texas at Austin (1999), University of Virginia (1998) and Cornell University (1994).

Jennifer has written widely in the field of corporate law and corporate governance. Her recent research has focused on executive remuneration, regulatory responses to the global financial crisis, and differences in the balance of power between shareholders and management across common law countries.

Her recent work includes R.P. Austin and Jennifer G. Hill (eds.), The Takeovers Panel (2011 , Ross Parsons Centre of Commercial, Corporate and Taxation Law); Jennifer G. Hill and Randall S. Thomas (eds.), Research Handbook on Executive Pay (forthcoming, 2012, Edward Elgar Publishing Ltd).

Jennifer is a Research Associate of the European Corporate Governance Institute, and a member of the editorial board of International Corporate Law and Financial Regulation, Cambridge University Press. She is a member of the Law Council of Australia, Corporations Law Committee, and the Corporations and Markets Advisory Committee (CAMAC), Legal Sub-Committee, which advises the Australian government on corporate law reform.

US Corporate Law is available to study through the following Sydney Law School degree programmes:

Candidates can also enrol in this subject on a Legal Professional Development (LPD), Single Unit Enrolment or Cross-Institutional basis.

For further enquiries or to apply or enrol, please contact the Postgraduate Team.

Further information on the 2012 Sydney Law School Postgraduate Program

Contact: Greg Sherington

Phone: +61 2 9351 0202

Email: 1e420e0e593221023e181c3f071b3d7912034b080d1d4137253f63142c