Most of corporations law focuses on internal relationships between shareholders, directors and officers. This course-seminar focuses on how those groups collectively use the corporate form to relate to (and sometimes take advantage of) outsiders. One recurring topic will be limited liability and the use of the separate corporate entity to transfer liability or obtain benefits in various contexts such as torts, workers compensation, tax, and government benefits.
The semester will be divided into three parts. For the first six weeks
or so the class will meet weekly for discussion based on readings provided
by the instructor. During the middle part of the semester, class will not
meet while participants prepare papers. During the last weeks of the semester
class will again convene for student presentations based on the paper.
These papers will be distributed to other students in the class and each
student will be asked to prepare a short critique of the other papers.
A second draft of the paper will be due at the end of the semester. The
grade in the seminar will be based on the two drafts of the paper and class
participation, including the written critiques of other papers.
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Regulation