This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online. The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes.
While the materials in this casebook start with the Delaware corporate code, we will start with an online course covering the basic concepts of Agency as well as an online course covering the basic concepts of Partnership. Students should plan to complete both of these courses, including the accompanying quizzes in Canvas, by the date set forth in the syllabus.
Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.
Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders. Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.EDIT PLAYLIST INFORMATION DELETE PLAYLIST
Edit playlist item notes below to have a mix of public & private notes, or:MAKE ALL NOTES PUBLIC (8/8 playlist item notes are public) MAKE ALL NOTES PRIVATE (0/8 playlist item notes are private)
Although every state has its own corporate law, here we focus on the Delaware corporate law. We do this for one very important reason: the vast majority of public corporations and a significant number of private corporations are incorporate in Delaware. Because of the ubiquity of the Delaware corporation, the Delaware corporate law has become a de facto standard for the United States. Whether you ultimately end up practicing law in Massachusetts, New York, California, or London, your practice will regularly engage with Delaware corporations. As a consequence, having a strong working-knowledge of the Delaware corporate code will be vital to a successful corporate law practice.
In the following sections we will walk through the code and apply its principles.
|22.214.171.124||Show/Hide More||Press release: What Are Massachusetts Benefit Corporations?|
|2.3.3||Show/Hide More||Boilermakers Local 154 Retirement Fund V. Chevron Corporation|
|2.4||Show/Hide More||Proxy Access v2014|
|2.5.3||Show/Hide More||DGCL Sec. 144 - Interested director transactions|
|2.7.7||Show/Hide More||Who Gets to Vote - 219 and Lists of Record Shareholders|
|2.7.13||Show/Hide More||Shareholder Resolutions|
|3||Show/Hide More||Shareholder Litigation|
|3.1||Show/Hide More||Direct and Derivative Suits|
Shareholders may bring different kinds of litigation against the corporation. Direct suits are brought on behalf of the shareholder in the shareholder's position as shareholder. Derivative suits are brought by shareholders on behalf of the corporation and seek to vindicate the rights of the corporation.
Understanding the distinction between direct and derivative suits can be confusing. However, there is a coherent test for determining which is which.
|3.1.4||Show/Hide More||Gentile v. Rossette|
|3.2||Show/Hide More||Demand and Demand Futility|
In derivative litigation, procedure is extremely important. In order to preserve the central importance of the board in the management of the corporation, courts will require shareholders who wish to sue on behalf the corporation to jump through certain hoops.
This section provides an overview to procedural requirements with respect to “demand” and “demand futility.”
|3.2.3||Show/Hide More||Spiegel v. Buntrock|
Deriviative litigation requires stockholder plaintiffs to either make a demand on the board unless such a demand would be futile. If a plaintiff makes a demand on the board and that demand is rejected, is that the end of stockholder's litigation?
The following case, Spiegel, illustrates the effect on litigation of making demand on the board and the standard of review a court will use when asked to review a board's decision to refuse a stockholder's demand.
|3.2.6||Show/Hide More||Shoen v. SAC Holding Corp.|
Shoen is a Nevada case. In Shoen, the Nevada Supreme Court adopts the Delaware standards (Aronson and Rales) for determination of demand futility. The Nevada high court's discussion of both standards provides a clear overview and restatement of both tests and their application to pleadings.
Shoen is also an example of how state courts around the country look to the Delaware courts for guidance as they form their corporate law. Through cases like Shoen you can begin to appreciate Delaware's outsized influence in the corporate law arena.
|3.2.7||Show/Hide More||Brehm v. Eisner|
|3.2.8||Show/Hide More||In Re The Goldman Sachs Group, Inc. Shareholder Litigation|
|3.3||Show/Hide More||Special Litigation Committees|
|4||Show/Hide More||Fiduciary Duties of Directors|
Although the Delaware code – and the corporate codes of all the other states for that matter – do a good job of describing the corporate form and the mechanics of operating this form, with the exception of Section 144, the code says precious little about the standards to which boards of directors who are managing the corporation will be held. That is because corporate fiduciary duties are a product of the common law and not statute.
In the following sections we examine the various core duties of corporate directors. Although these duties are fewer in number than the fiduciary obligations of agents, they are entirely consistent.
|4.1||Show/Hide More||Standards of Conduct and Standards of Review|