This is a four-unit credit, general course in business law focusing on public companies - corporations that are often the subject of media coverage and that increasingly affect our lives through their products, production decisions and finances. Students will develop an understanding of these entities and how to form, finance, purchase, and sell them. They will also learn the legal principles governing relationships between investors and managers and between public corporations and third parties.
If you are interested in taking a general business law course to help prepare you for the California bar examination, this is most likely the course you will want to take. The goal is to enable students to recognize and analyze issues that arise in the context of public companies. I hope to cover the following topics: basic agency principles, initial public stock offerings, the roles and responsibilities of corporate officers and directors, corporate governance and executive compensation, principal-agent disputes (e.g., proxy fights, disclosure obligations, and shareholder litigation), mergers and friendly and hostile acquisitions, securities fraud (accounting fraud, insider trading), very basic corporate finance (how to read a balance sheet and an income statement), corporate wrongdoing (e.g., environmental harm, other mass torts, violations of the Foreign Corrupt Practices Act), and corporate dissolution.
I anticipate that Public Companies in the future will be offered with the title, "Business Associations II: Public Companies." Another course, Business Associations I, will cover the formation, operation and financing of unincorporated business associations such as sole proprietorships, partnerships, LLPs, and LLCs. Business Associations I will likely be offered in the 2013-2014 academic year. There are no prerequisites for this course. Do not enroll in this course if you have taken LAW 511 Business Associations.