Law 796: Comparative Corporate Law

This 2-credit course examines how corporate and securities laws address specific corporate governance issues in the U.S., the E.U. (with an emphasis on Germany), and Asia (with an emphasis on China and Japan). Issues addressed by the course materials include which matters shareholders are entitled to vote upon and which matters directors are entitled to decide without a shareholder vote, shareholder voting procedures including proxy regulation, directors' fiduciary duties, minority shareholder protection (or lack thereof), the voting rights and fiduciary duties of large block shareholders, shares with special voting rights, the role of government in corporate governance, and the rights of nonshareholder constituencies (labor, creditors, etc.). Grade based on class participation and take-home exam.

Sequence and Prerequisites: None.