Business Associations II

This course surveys the basics of the law of the public corporation, including such issues as public offerings; limited liability and disregard of the corporate entity; the roles and duties of directors and officers; derivative suit procedures; securities fraud and insider trading; and takeovers and corporate reorganizations. Particular attention is paid to corporate governance issues raised by recent corporate failures, and Congress’ reaction as reflected in the Sarbanes-Oxley Act and other legislation. Consideration is also given to why the public corporation has come to dominate economic activity throughout the world, and the extent to which this form of business association promotes the interests of owners, creditors, and society as a whole.

Prerequisite: Business Associations I