Advanced Topics in Corporate Law (Fisch/Will/Lebovitch)
Faculty
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| Jill E. Fisch Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law and Economics jfisch@law.upenn.edu |
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| Lori WillLori.Will@delaware.gov |
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| Mark Lebovitchmarklebovitch@gmail.com |
Additional Information
Skills Training
Oral Presentations
Team Projects
Other Professional Skills: Advocacy writing
Grading
20% Participation,
60% Paper,
20% Other (Grades will be based on class participation (20% of the total grade), a group presentation at the end of the semester (20% of the total grade) and a final advocacy paper (60% of the total grade).
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No
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:
- Class sessions are regularly recorded. If you are absent due to illness or some other unavoidable circumstance, contact Felicia Lin, the Dean of Students. Upon receipt of her authorization, I will email instructions to you for accessing the recording for the class session(s) you missed.
- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.
- When you are better, please make an appointment to meet with me and I will review/answer questions about what you missed.
Meeting Times/Location
T 4:30PM - 6:30PM
Tanenbaum Hall 345
Category
Seminar
Credits
3.0
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. Penn Law professor Jill Fisch and former corporate litigator Mark Lebovitch, students will gain unique insights into the ever-changing corporate law landscape.
Among other topics, the course will identify and explore recent developments in the interstate competition for incorporations and entity formation, M&A practice and litigation, trends in fiduciary duty litigation, including controlling stockholder claims, executive compensation and director oversight (Caremark) claims, the policy and economic incentives underlying representative litigation, the rise (and corporate responses to) stockholder activism, and the ongoing tension between Delaware’s contractarian approach and respect for fiduciary duties.
Students should possess a basic understanding of corporate law and are strongly encouraged to have taken an introductory class or classes in corporations, business associations, and/or mergers and acquisitions. Each class, the instructors and guest lecturers will typically lay out the fundamentals of the legal issues to be discussed and then encourage active debate and participation regarding the open and evolving legal and policy questions raised by that week’s topic.
Grades will be based on class participation (20% of the total grade), a group presentation at the end of the semester (20% of the total grade) and a final advocacy paper (60% of the total grade).
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.