美國上市公司法

Course Description: This class is an 11-week online, asynchronous course. Students in this class will include Indiana University McKinney School of Law students and National Yang Ming Chiao Tung University School of Law students. 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.

We will be using the Canvas system from Indiana University. Syllabus information can be found there. This class is an 11-week online, asynchronous course starting on August 27, 2023 and ending after 12 weeks (with one week break).

Module 1 – The Nature and Purpose of the Corporation What is a Corporation?; The Corporation and the Community (Tsuk, pgs. 3-61) Ownership and Control (Tsuk, pgs. 61-100, skip Consolidated Rock Products Co. v. Du Bois & Schlensky v. Wrigley) Module 2 – 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 3 – Duties of Directors, Officers, and other Insiders The Duty of Care (Tsuk, pgs. 193-239) Module 4 – Duties of Directors, Officers, and other Insiders The Duty of Loyalty (Tsuk, pgs. 239-295, skip Benihana of Tokyo, Inc. v. Benihana, Inc.) Module 5 – Duties of Directors, Officers, and other Insiders The Duty to Monitor (Tsuk, pgs. 343-386) Module 6 – Duties of Directors, Officers, and other Insiders The Federal Approach (Tsuk, pgs. 404-457) Module 7 – Shareholders in Publicly Held Corporations Proxy and Consent Contests (Tsuk, pgs. 462-506) Module 8 – Shareholders in Publicly Held Corporations Shareholders’ Rights to Information; Shareholder Proposals (Tsuk, pgs. 506-570, skip CA, Inc. v. AFSCME Employees Pension Plan) Module 9 – Controlling Shareholders Fiduciary Duties; Sale of Control (Tsuk, pgs. 687-718) Module 10 – Fundamental Transactions De Facto Merger; Freeze-out Mergers (Tsuk, pgs. 722-772) Modules 11 – Tender Offers and Hostile Takeovers Unocal / Revlon Duties (Tsuk, pgs. 772-857, plus Omnicare starting on pg. 867)

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 Canvas 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.

Dalia Tsuk Mitchell, Corporations: Cases and Materials (Carolina Academic Press, 2018).

地點

By appointment

時間

By appointment

聯絡方式

markshope@nycu.edu.tw