Enterprise Organization

Catalog description

A functionally integrated, interdisciplinary treatment of the legal rules, organizational principles, and both ethical and economic considerations that appear jointly to determine the organization of productive enterprises - particularly though not quite exclusively in the United States. While a principal focus is on the organizational structures and functions of large, publicly-traded business trusts and corporations (functionally speaking, 'capital cooperatives'), we will also devote substantial attention to the agency relations that prefigure all organizational forms; partnerships (functionally speaking, 'combined labor and capital cooperatives'), which temper the 'vertical' character of agency relations with more 'horizontal' mutuality of authority and responsibility (a.k.a. internal 'governance'); and sundry additional smaller, non-publicly traded cooperatives including closely-held corporations and business trusts, 'startups,' producer coops beyond capital coops, and consumer coops. Specific legal topics we'll cover include enterprise formation and capitalization, internal (a.k.a. 'first and second party') governance relations, external (a.k.a. 'third party') relations including to outside finance, and project-specific or longer-term enterprise combination including by joint venture, merger, or acquisition. A recurring motif throughout the course will be how often relevant legal rules 'on the books' appear to conform to commonsense ethical and economic judgments as to what solutions to anticipated conflicts and other challenges appear to 'make sense.' Pedagogically speaking, we accordingly 'tee up' our treatment of each legal principle or rule with a pre-legal consideration of the problem or problems the principle or rule is meant to address, along with what sensible solutions to such problems might be expected to look like and why. The ultimate hope is that…