A World of Opportunity

This course is geared to suc­cess­ful mid-career legal pro­fes­sion­als who are inter­est­ed in gain­ing advanced knowl­edge of new and impor­tant cor­po­rate law issues aris­ing in the US and their impli­ca­tions for glob­al legal practice.

We begin with a brief overview of the stan­dard con­cerns of cor­po­rate law and cor­po­rate lia­bil­i­ty, the typ­i­cal forms of busi­ness orga­ni­za­tion, cred­i­tor pro­tec­tion, and some account­ing and finan­cial concepts.

We then explore reg­u­la­tion of the vot­ing process­es and struc­tures under US cor­po­rate law. This includes dis­cus­sion of judi­cial attempts to cur­tail manip­u­la­tive vot­ing prac­tices as well as rel­a­tive­ly recent devel­op­ments, such as share­hold­er activism and the dri­ve toward long term sus­tain­able val­ue being espoused by many of the world’s largest asset man­agers. This has impli­ca­tions for glob­al cor­po­rate legal prac­tice, which we begin to sketch out.

We fol­low this with a dis­cus­sion of the typ­i­cal fidu­cia­ry duties in cor­po­rate law — the duties of loy­al­ty and care. We explore how the US is sim­i­lar, and dif­fer­ent, to oth­er parts of the world with respect to these duties. This will also involve dis­cus­sion of cor­po­rate, man­age­r­i­al, and direc­to­r­i­al respon­si­bil­i­ty for pre­vent­ing and/​or respond­ing to cor­po­rate wrong­do­ing and criminality.

We explore cor­po­rate crim­i­nal lia­bil­i­ty, the growth of com­pli­ance and the rise of inter­nal inves­ti­ga­tions and the impli­ca­tions — both legal and eth­i­cal — for cor­po­rate lawyers in the US and around the globe. We round out the course with a few spe­cial topics.

This 2‑cred­it course will pro­vide an overview of cor­po­rate com­pli­ance as it per­tains to multi­na­tion­al cor­po­ra­tions. It will exam­ine the rel­e­vant Amer­i­can and inter­na­tion­al reg­u­la­tions affect­ing glob­al busi­ness includ­ing, but not lim­it­ed to, the For­eign Cor­rupt Prac­tices Act, the UK Bribery Act, Sar­banes-Oxley, Dodd-Frank, anti-mon­ey laun­der­ing rules, and data pri­va­cy constraints.

This course will also cov­er issues relat­ed to enforce­ment of these reg­u­la­tions and poten­tial dis­po­si­tions for vio­la­tions includ­ing inter­nal inves­ti­ga­tions, vol­un­tary dis­clo­sure, non-pros­e­cu­­tion agree­ments, deferred pros­e­cu­tion agree­ments, dec­li­na­tions with dis­gorge­ment to the Depart­ment of Jus­tice or for­eign reg­u­la­tors, set­tle­ment pro­ce­dures and col­lat­er­al con­se­quences in the US and abroad.

Final­ly, this course will dis­cuss the nec­es­sary com­po­nents of a com­pli­ance program.

This course will intro­duce stu­dents to the cor­po­rate gov­er­nance and finance and cap­i­tal mar­ket laws and best prac­tices of var­i­ous juris­dic­tions and to the role of inter­na­tion­al econ­o­my and pol­i­tics in those areas through read­ings and analy­sis of rel­e­vant mate­ri­als, includ­ing empir­i­cal stud­ies on the cor­po­rate own­er­ship and cap­i­tal mar­ket structure.

The course will begin with an intro­duc­tion to cor­po­rate gov­er­nance in gen­er­al and com­par­a­tive cor­po­rate gov­er­nance in par­tic­u­lar as a new dis­ci­pline of legal schol­ar­ship in the Unit­ed States and in oth­er coun­tries. Stu­dents will study the cur­rent state of com­par­a­tive cor­po­rate gov­er­nance research by exam­in­ing law review arti­cles and oth­er aca­d­e­m­ic mate­ri­als, as well as doc­u­ments drawn from the actu­al prac­tice of cor­po­rate gov­er­nance and finance. The con­ver­gence in cor­po­rate gov­er­nance dis­cus­sions will be the focus of this part of the course, and the var­i­ous approach­es of the con­tem­po­rary cor­po­rate gov­er­nance the­o­ries will be reviewed.

Then, the class will study the­o­ry and prac­tice of cross-list­ing and cross-bor­der merg­ers and acqui­si­tions to under­stand the two major forces of glob­al con­ver­gence of cor­po­rate gov­er­nance and finance. The class will cov­er the issues of inter­na­tion­al reg­u­la­to­ry com­pe­ti­tion and arbi­trage, cross-list­ing and bond­ing hypoth­e­sis, and inter­na­tion­al impli­ca­tions of the US Sar­banes-Oxley Act and Dodd-Frank Act. The role of the glob­al invest­ment bank­ing insti­tu­tions and invest­ment pro­fes­sion­als in cor­po­rate gov­er­nance and finance will also be dis­cussed with some illus­tra­tive cas­es on cross-bor­der merg­ers and acqui­si­tions and rein­cor­po­ra­tion, includ­ing Guc­ci, Voda­fone, Arcelor­Mit­tal, News Cor­po­ra­tion, and DaimlerChrysler.

After that, the instruc­tor will draw intro­duc­to­ry stud­ies on cor­po­rate gov­er­nance from Ger­many, Switzer­land, Swe­den, Rus­sia, Chi­na, Japan and Korea, and explore with the stu­dents how and why the respec­tive cor­po­rate and secu­ri­ties laws of these coun­tries are con­verg­ing with those of the Unit­ed States. The class will also look into cor­po­rate gov­er­nance of some rep­re­sen­ta­tive inter­na­tion­al com­pa­nies in those juris­dic­tions, includ­ing Volk­swa­gen, Gazprom and Novar­tis, and fam­i­­ly-con­trolled pub­lic com­pa­nies in those juris­dic­tions, includ­ing Porsche, BMW, Wal­len­berg Group, Hyundai Motor and Sam­sung Group.

In addi­tion, the course will address cor­po­rate envi­ron­men­tal and social respon­si­bil­i­ties through study­ing such recent cas­es as Papa Johns, Kore­an Air, and Dar­d­en Restau­rants, and ana­lyz­ing stew­ard­ship codes around the world and their impacts on the share­hold­ers’ meet­ing, and eval­u­at­ing BlackRock’s new ESG pol­i­cy statement.

With that, the course con­cludes dis­cussing the role of cor­po­rate gov­er­nance in social devel­op­ments in emerg­ing jurisdictions.

This is an intro­duc­to­ry US secu­ri­ties reg­u­la­tion course focus­ing on the Secu­ri­ties Act of 1933 and, to a less­er extent, the Secu­ri­ties Exchange Act of 1934.

The course will exam­ine secu­ri­ties offer­ings and the reg­is­tra­tion process for both issuers and con­trol par­ties under the Secu­ri­ties Act, report­ing require­ments under the Exchange Act, and lia­bil­i­ty for false or mis­lead­ing dis­clo­sure in both sit­u­a­tions, all under both the Secu­ri­ties and Exchange Acts as well as the Pri­vate Secu­ri­ties Lit­i­ga­tion Reform Act of 1995, the Sar­banes-Oxley Act of 2002, the 2005 offer­ing reforms, the Dodd-Frank Wall Street Reform and Con­sumer Pro­tec­tion Act of 2010 and the Jump­start Our Busi­ness Star­tups Act of 2012.

Stock exchanges around the world com­pete to list firms. An impor­tant fea­ture of inter­na­tion­al secu­ri­ties mar­kets is the phe­nom­e­non of ​“cross-list­ings.”

In a cross-list­ing, a firm lists its shares for trad­ing on more than one stock exchange. Typ­i­cal­ly, a cross-list­ed firm will list both on its domes­tic stock exchange and on one or more for­eign exchanges but that need not be the case. The Chi­nese tech giant Baidu is list­ed on NAS­DAQ in the Unit­ed States, but also lat­er list­ed in Hong Kong. Cross-list­ing involves impor­tant eco­nom­ic dynam­ics. Stock exchanges com­pete along var­i­ous dimen­sions, includ­ing gov­er­nance and mar­ket struc­ture, to attract listings.

Cor­po­ra­tions may seek opti­mal reg­u­la­to­ry envi­ron­ments as well as to sig­nal qual­i­ty gov­er­nance through their list­ing deci­sions. This course will exam­ine the legal and reg­u­la­to­ry process­es involved in cross-list­ings, the empir­i­cal debates involv­ing them, and the impact of cross-list­ings on inter­na­tion­al cor­po­rate governance.

This course focus­es on the role of law and lawyers in the eval­u­a­tion, design and imple­men­ta­tion of cor­po­rate acquis­i­tive trans­ac­tions, includ­ing merg­ers, asset sales, and stock sales. Pri­ma­ry atten­tion will be devot­ed to cor­po­rate law issues rel­e­vant to merg­ers and acqui­si­tions (both statu­to­ry and case laws) and impor­tant forms of pri­vate order­ing, such as the allo­ca­tion of risks through the acqui­si­tion agree­ment. We will also ana­lyze rel­e­vant account­ing, finance, tax, and inter­na­tion­al issues.

This course will cov­er the com­pe­ti­tion law and antitrust issues that arise in M&A trans­ac­tions. Top­ics will include reporta­bil­i­ty under the Hart Scott Rodi­no Act, ​“gun jump­ing,” sub­stan­tive stan­dards for hor­i­zon­tal and ver­ti­cal merg­er review, the process of work­ing with clients, econ­o­mists, and agency staff, merg­er reme­dies (includ­ing divesti­ture and con­duct reme­dies), non-reportable trans­ac­tions, and strate­gic con­sid­er­a­tions. Pri­ma­ry empha­sis will be on US law and reg­u­la­to­ry prac­tice, with com­par­a­tive notes.

The Research Col­lo­qui­um pro­vides sup­port and enrich­ment for the MACL writ­ing require­ment. Cur­ric­u­lar com­po­nents include instruc­tion on writ­ing style, paper struc­ture, and research resources.

Much of the course is con­duct­ed as a work­shop, in which stu­dents present abstracts of their inde­pen­dent writ­ing projects and receive con­struc­tive feed­back from their class­mates and professors.