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CORPORATIONS

Prof. Jason Kilborn

Fall 2009 Syllabus

I.          Course Summary & Class Structure

            This course explores the nature and legal regulation of corporations, the primary structure through which "big business" is conducted.  Smaller-scale businesses also use the corporate form, however, so this course generally will offer a basic introduction to business law, both for those with no exposure to business at all and for those with business background who need to understand how the law regulates structured economic activity.  As a crucial prelude to our exploration of how corporations operate, we will review (or, for some of us, examine for the first time) how the law of agency regulates business actors doing business through their employee and non-employee representatives.  Then, using an exciting new casebook with thoroughly modern cases and illustrations, we will explore how corporations are formed, how they raise money in the public and private markets, how (through what individuals) they exercise their powers to conduct business, and how shareholders become shareholders and exercise their limited power (both over the corporation and over their own shares in the public market).  Along the way, we will become comfortable with a dizzying array of corporate business terms to ensure that each of us can comfortably converse about business matters in a variety of settings.

            I intend to spend class time in a balance of lecture and dialogue with you about the statutes and cases that we will read and a series of problems that we will work through.  I will try to limit the length of assignments, and you should be thoroughly prepared to discuss the materials assigned.  My purpose in asking for class participation is not to make anyone uncomfortable, of course, but to continue to develop the skills of thinking on one's feet and clearly expressing legal thought orally.  If, for whatever reason, you feel as though you are not able to participate effectively in class discussion, please let me know (with a note or quick comment) before class.  You may excuse yourself from class discussion as often as necessary, but keep in mind 1) I will focus on those who have opted out of the previous class discussion in the next class meeting, and 2) your grade for this class may be affected by your performance in class discussion (see below in “Evaluation”).

II.  Required Materials

            The required casebook for this class is Eric A. Chiappinelli, Cases and Materials on Business Entities (Aspen 2006, ISBN 0-7355-2614-1).  We will not use a statutory supplement; instead, I will refer you to online sources for statutes where the book does not contain the necessary excerpts.

            I had intended to introduce a global perspective into this course, but I fear that time will not permit this.  I therefore strongly recommend, but will not require, Frank Gevurtz's fantastic new book, Gobal Issues in Corporate Law (West 2006, ISBN 0314159770).  Anyone who wishes to discuss the material in this book with me is encouraged to do so, as this material represents an important aspect of the future of American corporate law practice.

III.  Evaluation

            You will be evaluated based upon quality of class participation and a final examination.  The bulk of your final grade will be based on a 3-hour final examination, which will consist of a series of problems of the type we have encountered in class to which I want you to apply the reasoning and laws we discussed throughout the semester.  You may bring with you to the exam anything that is neither alive nor disturbing to other students.  In addition, I would like to have a dialogue with you as much as possible, and I need your help to make this happen.  To facilitate this exchange, I reserve the right to adjust your final grade up or down (not more than a + or -) based on the quality (not necessarily quantity) of your contribution.  You do not necessarily have to announce the correct answer immediately to receive an upward adjustment--concerted and reasoned efforts to grasp the materials, and especially voluntary and well-reasoned responses to questions posed in class, may lead to an upward adjustment.  Extreme absenteeism, "passing" when called on, and failure to be prepared for the next class after being excused from class discussion, will provide the basis for a downward adjustment.

IV.  Assignments  

            I have posted a running assignment list on my website.  I do not anticipate that the assignment list will change during the semester, but if it does, I will announce that in class and revise the online list.