美國上市公司法

This class is an 11-week online, asynchronous course starting on September 1, 2024 and ending after 12 weeks (with one week break). 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. Students in this class will include Indiana University McKinney School of Law students and National Yang Ming Chiao Tung University School of Law students. 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 US 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 course will be taught entirely online. 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.

The final examination of multiple choice questions will count for 60% 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 40% of your final grade will be based on four multiple choice quizzes, seven discussion posts, and two assignments related to course orientation. *A twenty percent per day penalty will be applied to late work. Incomplete grade: If you do not turn in three or more assignments you will receive an "incomplete" grade for the course. 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. Class Participation: You should be logging onto Canvas 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.

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

地點

Zoom: https://iu.zoom.us/j/2733895937

時間

My virtual Office Hours are Thursdays by appointment. Attendance is optional. Follow the Zoom Virtual Meeting Room link to join the meeting. Please inform me at least 12 hours in advance if you plan to attend the meeting.

聯絡方式

Email: via Canvas message