Course Objectives

This course will explore the fundamentals of United States corporate law. The goal is to provide students with a solid understanding of the structure and an overview of the substantive rules of American corporate law, so that participants can identify and address issues that may arise in transactions with American companies. We will explore both corporate governance and transactional issues.

Specific topics will include:

* The foundations of U.S. Corporate Law
* Fiduciary duties of directors and officers
* Limited liability and protection of creditors
* Friendly mergers and hostile takeovers
* Raising capital through the public securities markets
* Insider trading and shareholder lawsuits

U.S. corporation law forms the backbone of the course, but we will also briefly discuss tax law as it applies to the foregoing issues. Comparisons with the law of other jurisdictions will be encouraged.

Student Comments

"Corporate was great due to the topics covered and the grade of detail of each explanation." Anon., Summer 2009

"The best parts of the programme were "the interactions with students (lawyers) from all around the world and the quality of the teaching." Anon., Summer 2008

"The lessons were very stimulating and combined theory and practice in an excellent way." Anon., Summer 2008

Faculty Information

A long-term member of the Boston University School of Law faculty, Tamar Frankel is a leading expert in the areas of corporate law, financial system regulation, and fiduciary law. She authored two treatises and books as well as more than 70 articles on subjects relating to these areas. A list of publications can be viewed on her website. She has an LLM. and S.J.D. degrees of Harvard Law School. A native of Israel, she has lectured, worked and taught in the U.S., India, Japan, China, Malaysia, England, and Switzerland. She has been an attorney fellow at the Securities and Exchange Commission, a visiting scholar at the Brookings Institute, and a visiting professor at Harvard Law School and Harvard Business School.

Course Syllabus and Materials

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