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Course Details

Stockholder Litigation (Friedlander)

Fall 2021   LAW 681-001  

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Additional Information

Skills Training
Expository Writing

10% Participation,
70% Paper,
20% Other (Discussion posts for each class)

Satisfies Senior Writing Requirement

With Permission of Instructor


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, email me and I can send you an email with instructions for accessing the recording for the class session(s) you missed.

- Please make an appointment to meet with me and I will review/answer questions about what you missed.

Meeting Times/Location
R 4:30PM - 6:20PM
Silverman Hall 240A



Stockholder Litigation Fall 2021 Thursdays at 4:30 to 6:20 p.m.

Joel Friedlander L’92 Lecturer in Law (302) 573-3502 joelfriedlander1201@gmail.com jfriedlander@friedlandergorris.com

Course Description:

This course explores problems, successes, and reforms associated with litigation by public stockholders against corporate fiduciaries and other participants in corporate transactions. Corporate law doctrine is enforced almost exclusively by minority stockholders. At its best, stockholder litigation can redress and deter corporate misconduct. Nonetheless, the mechanisms of stockholder litigation are open to legitimate criticism of systemic abuse and ineffectiveness. We will examine forms of stockholder litigation and means by which courts and commentators have sought to restrict or shape it. We will also examine unique issues affecting public unitholder litigation for limited partnerships and limited liability companies. We will look almost exclusively to the law of the State of Delaware, given its national prominence in corporate law. Guest speakers will be invited for some classes.

A final paper will be required. Discussion posts will be required before each class addressing an aspect of the week’s reading. Class participation will be a component of the final grade.

Prerequisite: Corporations

Recommended Reading:

Friedlander, How Rural/Metro Exposed the Systemic Problem of Disclosure Settlements, 40 DEL. J. CORP. L. 877 (2016)

Friedlander, Vindicating the Duty of Loyalty: Using Data Points of Successful Stockholder Litigation As a Tool for Reform, 72(3) BUS. LAW. 623 (Summer 2017)

Friedlander, Confronting the Problem of Fraud on the Board, 75(1) BUS. LAW. 1441 (Winter 2019-2020)

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.