Half-Course: Law and the Life Cycle of a Business -Operating As a Public Company
Course Number 1565
Senior Lecturer Lena G. Goldberg
Early Winter, 15 Session half-course
Note: This course may be taken alone or as a follow-on to the Late Fall half course: Law and the Life Cycle of a Business-Legal Aspects of Entrepreneurship.
This course is designed for students who may serve as officers or directors of public companies at some point in their careers, including as CEO, CFO, or head of acquisitions or strategic planning. It is geared for students who want to understand the legal environment in which public companies operate, including disclosure requirements, dealing with litigation, multi-jurisdictional regulatory oversight, government agencies and the press, and the extra-territorial effect of certain US laws. No prior legal training is assumed. Students in the JD-MBA program are welcome to take this course but Law School courses provide more in-depth legal analysis.
The objectives of this course are: first, to develop an understanding of management's role in complying with securities and other major laws applicable to public companies; second, to explore the role of committees of the board, focusing on the audit and compensation committees, and the relationships among the board, management and other stakeholders; third, to discuss the manager's legal function and leadership challenges in structuring major corporate transactions including international expansion and operations, mergers and acquisitions, and dealing with regulators, major litigation and insolvency; and finally, it will address law, risk management and integrity, and how to manage the legal function successfully.
COURSE CONTENT AND ORGANIZATION
The course has four modules organized around the life cycle stages that public companies might experience.Corporate Governance and Legal Infrastructure explores the complex set of rules and regulations governing the management and oversight of public companies, including reporting obligations, committees and compensation decisions, disclosure obligations, press releases and public statements, heightened regulatory scrutiny, trading by insiders, activist investors, and corporate governance. Dispute Resolution and Regulatory Review focuses on litigation and alternative dispute resolution, the role of discovery and the threat of toxic e-mail, the attorney-client privilege, transnational disputes, and dealing with regulators. Major Corporate Transactions discusses the complex laws governing, and the roles of directors, managers, attorneys and advisors in the context of mergers and acquisitions, explores basic antitrust principles including limits on market dominance; and discusses ethics in international transactions including bribery and FCPA issues. Restructuring reviews the legal options available to companies in financial distress or confronting major class-action litigation, the remedies the law provides for creditors faced with insolvencies and the opportunities and pitfalls that exist for investors in distressed situations.
There will be a self scheduled open book take-home final exam.
Grading will be based equally on the final exam and class participation.
Cross-registrants are welcome to take this course.