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Course Details

Advanced Topics in Corporate Law (Will/Lebovitch)

Spring 2024   LAW 651-001  

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Additional Information
Experiential Course

Yes

Skills Training
Other Professional Skills: Students will hone their legal writing and analysis skills.

Grading
25% Participation,
75% Paper

Satisfies Senior Writing Requirement

With Permission of Instructor

Location

Class meets in person.

Course Continuity
Students are encouraged to stay home if you are ill or experience flu-like symptoms. If you miss a class for any reason, it is still your responsibility to make up the work missed.

I offer the following to students who miss class due to illness:

- If you are absent, due to illness or some other unavoidable circumstance, email me and I can ask for volunteers among your classmates to share their notes with you.

- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.

- If you are absent due to illness or some other unavoidable circumstance, email me and I can make PowerPoint slides or other class materials available to you.

Meeting Times/Location
T 4:30PM - 6:20PM
Gittis Hall 2

Category
Upper-Level

Credits
2.0

Delaware has long been the most desired state of choice for business entities. Today, more than one million business entities make Delaware their legal home and more than 60 percent of the Fortune 500 companies are incorporated in Delaware. From a legal perspective, Delaware state law and the courts interpreting that law set the creation, termination, and internal governance of Delaware corporations. Delaware’s corporate law is constantly evolving, both due to its common law focus and in response to ever-changing market practices and developments.

This course will focus on cutting-edge topics and emerging issues being litigated in the Delaware courts, focusing on recent substantive guidance provided to corporations and their advisors on M&A and governance matters, as well as the latest litigation practices that will shape future legal developments. Taught by Vice Chancellor Lori Will of the Delaware Court of Chancery and premier corporate litigator Mark Lebovitch, students will gain unique insights into the ever-changing corporate law landscape.

Among other topics, the course will identify and take a “deep-dive” into recent developments in M&A (including SPAC) litigation and deal planning, trends in fiduciary duty litigation and director oversight (Caremark) claims, the role of Section 220 “books and records” demands, controlling stockholder matters, the policy and economic incentives underlying representative litigation, and the rise (and corporate responses to) stockholder activism.

Students should ideally possess a basic understanding of corporate law and are encouraged, but are not required, to have had an introductory class or classes in corporations or business associations.

Grades will be based on a take home essay and class participation.

Course Concentrations

Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.

Courts and the Judicial System Learning outcomes: Demonstrate a core understanding of both substantive and procedural issues in the operation of our legal system; Perform legal analysis in the context of procedural issues and the judicial process; Communicate effectively on topics related to procedure and the judicial process; Demonstrate an understanding of how procedural issues and the judicial process affect all other area of our legal system.