Comparative Corporate Law
Corporate law practice today often involves doing business with corporations governed by the laws of countries other than the United States, which requires a basic understanding of how corporations operate across jurisdictions.
This course will explore core topics in comparative corporate law and comparative corporate governance, focusing on the U.S. and the major Western European jurisdictions, as well as East Asia and emerging markets to a lesser extent. Although the corporate form seems to be a universal building block of business development, corporate law and governance systems exhibit considerable diversity, as do the economic systems within which corporate law operates. The course will integrate the two goals of providing an overview of differences in legal regulation, and of introducing participants to current academic thinking on how the respective economic and political framework has shaped the development of corporate law and corporate governance institutions. Topics to be covered include comparative governance structures; board structures; conflicts of interest between man-agers, shareholders, and other stakeholders; investor protection and enforcement of corporate law; control transactions; the role of gatekeepers; creditor protection and corporate bankruptcy; and the role of the state and corporate governance in emerging economies.
For each topic, we will read a basic overview from a textbook as well as leading articles providing different perspectives to allow us to have interesting discussions in class. This seminar may be particularly interesting to students considering a career focusing on corporations internationally.
Students have the option of writing a paper to fulfill the writing requirement in this class.