LAW 962-01 Comparative Corporate Law

All modern industrialized countries have developed a business entity similar to the device we call a corporation. The legal systems in those countries must to deal with the challenges that corporation-like entities present. For example, in the rich nexus of interests that surround a collective enterprise like a corporation, the interests of management may conflict with the interests of owners; majority owners may have different interests than those of minority shareholders; and others, be they the state, employees, creditors, or society at large, may have interests that conflict with the corporation's goals. Our legal system and the others studied in this course have devised strategies to address these problems, but the specific approach employed in a given country is a function of many factors, including the country's legal tradition, the initial endowment and distribution of wealth in the country, pre-existing legal structures, and cultural attitudes generally. In this course, we will first confront the challenge of engaging in comparative law in general, and then we will undertake a comparative study of the legal strategies employed in the US, UK, France, Germany, Italy, Brazil, and Japan to address legal problems that arise in the most important categories of corporate actions and decisions. The course is designed around the current edition of the book The Anatomy of Corporate Law, which is written by a group of distinguished legal scholars from around the world and provides a conceptual framework for understanding corporate law that will be of value even to lawyers who never practice outside US borders. The final will be a take-home exam. Business Organizations is a pre-requisite.