LAW-2485 Advanced Business Entities
This course addresses legal and policy issues that arise in the context of business corporations. The goal of corporate law is to foster enhanced economic performance while also ensuring fair treatment to a corporation's economic participants. Issues arise because decisions in a corporation are often made by one group of participants but affect the economic well-being of other participants. This situation is known as an "agency problem" and it comes in three main varieties: (1) the relationship between controlling professional corporate executives and owners of the corporation's stock; (2) the relationship between controlling stock owners and minority stock owners; and (3) the relationship between all stock owners as a class and other groups involved in the corporation, such as corporate creditors and employees. This course examines different legal and policy strategies that can be used to address these agency problems, and compares the ones that have been used in different legal and economic contexts in the United States, Japan, and several European countries including the United Kingdom, France, Holland, Germany, and Italy.