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 unit 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.
Mar 18, 19 and 28, 29 (9-4)
class participation (10%) and quiz (20%) and essay or take-home exam (70%)
Academic Profile https://sydney.edu.au/law/about/our-people.html. The unit is also available on a Continuing Professional Development basis https://sydney.edu.au/law/cpd/