|This course combines law and corporate finance to understand how shareholders try to exercise some control over the strategy and capital structure of public corporations in which they have an investment. It will be taught using cases from recent years that cover topics such as: takeovers; tender offers, fairness opinions, lockups, staggered boards and poison pills; shareholder activism and proxy contests; squeeze-outs, dual class voting and other control structures for closely-held corporations; etc. Students working together in groups of 3-4 will prepare several memoranda during the course, analyzing cases to be covered and responding to questions distributed beforehand. There will be at least one in-class student exercise.
Although this course covers a range of topics in corporate governance, the emphasis is on fights for control, and there is very little focus on internal governance procedures, disclosure issues, CEO compensation policies and succession, or board composition and best practices, all of which are better covered in Business 42108. The material is suitable for any student with a general interest in financial strategy and business policy; but it is designed to be especially useful for students with a specific interest in investment banking and deal-making. There is a fair amount of case law covered in the course.