This course analyzes advanced topics in shareholder and corporate governance litigation. In addition to exploring the substantive law, the course will examine the strategic and tactical choices inherent in breach of fiduciary duty cases, M&A transactions, and other disputes over corporate control including controlling and founding shareholder rights and limitations, as well as the effect of recent amendments to Delaware's corporate laws. Students will learn the principles underlying shareholder litigation, and will engage with hypotheticals and real world examples implicating allegations concerning changes of control, executive compensation, insider trading, mergers and acquisitions, and Section LAW 220 disputes. The hypotheticals will focus on contemporary fact patterns, including those involving how the tech industry and tech executives are shaping the face of fiduciary duty law. The class culminates in "hands on" opportunities for students to participate as the "lawyers" in a simulated case, writing briefs and arguing motions during different stages of litigation. The goal: a realistic picture of shareholder and corporate governance litigation. Elements used in grading: Attendance, class participation, written assignments, oral argument exercise, final paper. While the course will be taught as a part of the Global Quarter, it is open to all students (except 1Ls) by lottery and is not limited to students enrolled in the Global Quarter.
2 units · Law Honors/Pass/Restrd Cr/Fail
This course analyzes advanced topics in shareholder and corporate governance litigation. In addition to exploring the substantive law, the course will examine the strategic and tactical choices inherent in breach of fiduciary duty cases, M&A transactions, and other disputes over corporate control including controlling and founding shareholder rights and limitations, as well as the effect of recent amendments to Delaware's corporate laws. Students will learn the principles underlying shareholder litigation, and will engage with hypotheticals and real world examples implicating allegations concerning changes of control, executive compensation, insider trading, mergers and acquisitions, and Section 220 disputes. The hypotheticals will focus on contemporary fact patterns, including those involving how the tech industry and tech executives are shaping the face of fiduciary duty law. The class culminates in "hands on" opportunities for students to participate as the "lawyers" in a simulated case, writing briefs and arguing motions during different stages of litigation. The goal: a realistic picture of shareholder and corporate governance litigation. Elements used in grading: Attendance, class participation, written assignments, oral argument exercise, final paper. While the course will be taught as a part of the Global Quarter, it is open to all students (except 1Ls) by lottery and is not limited to students enrolled in the Global Quarter.