Corporate Governance: Corporate Acquisitions and Capital Structure

Catalog description

Corporate governance has time and again been the subject of extensive scrutiny. This course will focus on the U.S. approach to corporate governance, control, and accountability, in particular in two contexts?corporate acquisitions (hostile and friendly) and capital structure. Both acquisitions and capital structure provide a means to improve corporate governance. A principal focus will be on large, publicly-traded corporations, in particular, the potentially conflicting interests that the corporate form must mediate. The problems faced by businesses around the globe ? raising and deploying capital, allocating rights and responsibilities among owners and managers, and combining two or more businesses, to name just a few ? are much the same; but the solutions developed in different legal systems can be different. I will focus principally on the U.S. approach, but in the process, I expect to touch on some of the other solutions to these problems. Topics to be covered include basic fiduciary obligations, shareholder voting rights, the impact of capital structure on corporate governance, and corporate control transactions.