美國上市公司法(英文授課)

Course Description: This course will focus on the practical, theoretical, legal, and business context of publicly traded corporations. Specific topics and coverage will include directors’ fiduciary duties, shareholder enforcement of these duties, disclosure obligations, insider trading, shareholder voting, and some public company M&A. We may also consider relevant current events. Throughout the course we will be looking at ways business lawyers can create value for their clients. Although economic analysis will occasionally be a part of the course, no economic background is needed. Course Objectives: At the conclusion of the course, you will be able to do the following: 1. Identify and formulate legal issues and theories that would apply in numerous common situations relating to public companies; 2. Recognize the various business motivations that drive business decision making and the role, work, and ethical considerations of an attorney in this context; 3. Exhibit working knowledge of and be able to compare the various U.S. laws that affect public companies; 4. Use sound research methods to analyze various problems related to public companies; and 5. Deliver strategic advice to clients regarding various situations relating to public companies.

Course Requirements: Required Text: DALIA TSUK MITCHELL, CORPORATIONS: CASES AND MATERIALS (Carolina Academic Press, 2018). Technical Requirements You will need the following in order to participate in this course: • Computer; • Reliable Internet connection; • Computer microphone; • Some way to make and post a simple video (e.g., using a webcam, or a smart phone); and • A compatible web browser. Class Participation: You should be logging onto e3 at least three times a week (if not every day) to view assignments, presentations, contribute to discussions, read posting of others, etc. Activities and assignments will be posted in advance providing ample time for completion. Please plan your schedules accordingly.

Miscellaneous: Copying or recording synchronous classes and asynchronous course materials without the express prior approval of the instructor is prohibited. The instructor reserves the right to revise or adjust this course syllabus to best accommodate the pace and needs of the students.

Assignments, Quizzes, and Final Examination: The final examination of multiple-choice questions will count for 50% of your final grade. It will be open book, meaning that you can use your notes, outlines, and anything else that you have printed. We will be using e3 for the final examination. The remaining 50% of your final grade will be based on five multiple choice quizzes, ten discussion posts, and one assignment related to course orientation. Overview of Activities and Grading: Assignment Percentage of Final Grade Due Date Email to Professor Shope using the e3 platform 1 28 February 2021, 11:59 pm Discussion (Module 1) 1 28 February 2021, 11:59 pm Discussion (Module 2) 2 7 March 2021, 11:59 pm Quiz (Modules 1, 2, and 3) 6 14 March 2021, 11:59 pm Discussion (Module 4) 2 21 March 2021, 11:59 pm Discussion (Module 5) 2 28 March 2021, 11:59 pm Quiz (Modules 4, 5, and 6) 6 4 April 2021, 11:59 pm Discussion (Module 7) 2 11 April 2021, 11:59 pm Discussion (Module 8) 2 18 April 2021, 11:59 pm Quiz (Modules 7, 8, and 9) 6 25 April 2021, 11:59 pm Discussion (Module 10) 2 2 May 2021, 11:59 pm Discussion (Module 11) 2 9 May 2021, 11:59 pm Quiz (Modules 10, 11, and 12) 6 16 May 2021, 11:59 pm Discussion (Module 13) 2 23 May 2021, 11:59 pm Discussion (Module 14) 2 30 May 2021, 11:59 pm Quiz (Module 13, 14, and 15) 6 6 June 2021, 11:59 pm Final Exam 50 11 June 2021, 11:59 pm Total 100 *A twenty percent per day penalty will be applied to late work.

Substantive Course Coverage: Module 1 – The Nature and Purpose of the Corporation • What is a Corporation?; The Corporation and the Community (Tsuk, pgs. 3-61) Module 2 – The Nature and Purpose of the Corporation • Ownership and Control (Tsuk, pgs. 61-100, skip Consolidated Rock Products Co. v. Du Bois & Schlensky v. Wrigley) Module 3 – Duties of Directors, Officers, and other Insiders • Derivative Litigation (Tsuk, pgs. 138-193, skip Baker v. MacFadden Publications, Inc.; Baker v. Boord & In re Oracle Corp. Derivative Litigation) Module 4 – Duties of Directors, Officers, and other Insiders • The Duty of Care (Tsuk, pgs. 193-239) Module 5 – Duties of Directors, Officers, and other Insiders • The Duty of Loyalty (Tsuk, pgs. 239-295, skip Benihana of Tokyo, Inc. v. Benihana, Inc.) Module 6 – Duties of Directors, Officers, and other Insiders • The Duty to Monitor (Tsuk, pgs. 343-386) Module 7 – Duties of Directors, Officers, and other Insiders • The Federal Approach (Tsuk, pgs. 404-457) Module 8 – Shareholders in Publicly Held Corporations • Proxy and Consent Contests (Tsuk, pgs. 462-506) Module 9 – Shareholders in Publicly Held Corporations • Shareholders’ Rights to Information; Shareholder Proposals (Tsuk, pgs. 506-570, skip CA, Inc. v. AFSCME Employees Pension Plan) Module 10 – Controlling Shareholders • Fiduciary Duties; Sale of Control (Tsuk, pgs. 687-718) Module 11 – Fundamental Transactions • De Facto Merger; Freeze-out Mergers (Tsuk, pgs. 722-772) Module 12 – Tender Offers and Hostile Takeovers • Unocal / Revlon Duties (Tsuk, pgs. 772-803) Module 13 – Tender Offers and Hostile Takeovers • Extending the Unocal / Revlon Approach (Tsuk, pgs. 803-857, plus Omnicare starting on pg. 867) Module 14 – Tender Offers and Hostile Takeover • Anti-Takeover Legislation (Tsuk, pgs. 896-905) Module 15 – Shareholders in Closely Held Corporations • Fiduciary Duties of Shareholders in Closely Held Corporations (Tsuk, pgs. 635-675)

聯絡方式

markshope@nctu.edu.tw