LAW46715: US CORPORATE LAW

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• The module is intended for those who have not previously studied US corporate law. It is introductory, and allows students to acquire:
• An understanding of key features of US corporate law with a particular emphasis on mechanisms of corporate accountability and the interplay between state and federal law;
• The ability to analyse various topics of academic and practical significance, such as the substantive law, procedures for enforcement, and the legal, economic, and business context in which corporate activity has been developed;
• A sound understanding of core issues in the field, which can be useful for academic as well as professional work.

• The following is an example of the module syllabus:
• Defining a corporation; sources of US corporate law (e.g. Delaware General Corporation Law and MBCA); federal system/internal affairs doctrine;
• Limited liability and separate legal personality; piercing the corporate veil;
• Management of the corporation allocation of power, shareholder intervention/voting rights, board primacy principle;
• Duty of care and the business judgment rule analysis of key cases;
• Duty of loyalty and limits of fiduciary obligation;
• Shareholder empowerment SEC regulated proxy process to influence the board; proxy contests to re-engineer the board;
• Ex-post facto shareholder rights to sue the board direct suits for misstatements under federal securities law; derivative class actions under state corporation law; availability of exculpation procedures to contract out of liability.

Subject-specific Knowledge:

• On completion of the module students should be able to demonstrate:
• Knowledge and understanding of the relevance and methods of the law relating to corporations under US law;
• The knowledge and understanding of selected topics of particular relevance to corporate lawyers working on matters involving US corporations;
• An understanding of current debates on various issues of corporate law and policy;
• An understanding of the effects or consequences of legal rules on society and on behaviour.

Subject-specific Skills:

• Students should be able to:
• Engage in independent analysis of a range of substantive and procedural law;
• Develop the ability to identify the main legal-institutional features of the law regulating corporations organised under the laws of the US;
• Develop a sensitivity to how the US federal structure affects corporations;
• Critically evaluate the views of legal commentators drawn from a range of disciplines and to adopt and defend a reasoned position on the issues explored;
• Apply their knowledge to practical cases;
• Engage in independent research on complex legal problems;

Key Skills:

• Students should be able to:
• Demonstrate originality in the application of knowledge, together with a practical understanding of how established techniques of research and enquiry are used to create and interpret knowledge in the discipline;
• Describe accurately and comprehensibly the arguments and analysis of other commentators;
• Critically reflect on the substantive law, procedures for enforcement, and academic and professional opinion on the subject.

• The module will be taught by interactive seminars, supported by private study by students;
• Assessment will be one summative essay;
• Students will be encouraged to develop confidence in formulating and articulating their own ideas and perspectives on the issues.

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