Part one of the course explores the question of who should make corporate law. Specifically, we will discuss scholarly theories addressing whether the states or the federal government would best regulate corporate matters, and explaining Delaware's prominence in corporate law. Part two examines Delaware statutory and judicial corporate law. We will discuss the inner workings of expedited and summary litigation, problems in the organization and functioning of a corporation (focusing on management and control), and mergers and transfers of control (including hostile acquisitions, tender offers, going private transactions, and defensive tactics). Part three provides hands on experience in litigating corporate cases. Students will participate in two oral arguments as advocates and judges. Grades in this course will be based on a take home written exam that focuses on the course materials and class lectures. Class attendance and participation are required.
JURI 4210