Law School for Everyone: Corporate Law

Join an award-winning law professor for a comprehensive and accessible look at the ever-evolving field of corporate law.

Overview Course No. 2018

Who is empowered to make and execute corporate decisions? Is it stockholders who have the final say, or a board of directors? What happens during a corporate merger or hostile takeover? What legal rules are in place to ensure corporations behave ethically?

These 12 lectures answer these and other questions about a high-stakes, ever-evolving area of the American legal system. Recreating a traditional law school course in corporate law, Professor Geis guides you through the foundations of corporate law, the history of corporations, the problems that can plague corporations (including insider trading and bribery), and more.

In clear, accessible language, Law School for Everyone: Corporate Law introduces you to the inner workings of corporate law, from the fundamental structure of a typical corporation to the high-stakes drama of battles over corporate control. The course also explores fascinating, landmark court cases that have shaped the way corporate lawyers think about their field, transforming “legalese” into easily understandable stories that, woven together, create a grand narrative of the evolution of corporate law from its beginnings right up to the challenges of the present day.

This lecture series is a fascinating look at how corporate law works, where it works well, and where it may still fall short of its goals.

Course Structure

01: Questions and Conflicts in Corporate Law

Begin the course by familiarizing yourself with the key players in a corporation, including stockholders, creditors, boards of directors, officers (such as CEOs and CFOs), and employees. Then, consider some of the fundamental questions involved in corporate law, exemplified by the 1919 decision in Dodge v. Ford Motor Company.
Duration: 30 min

02: Corporations and Their Agents

The law of agency, which governs agents (such as Hollywood agents and sports agents), is one of the most important areas of law which most people have never heard of. Here, explore key topics in agency law, including how an agency relationship is formed and the details of fiduciary duties (special legal obligations agents owe to their principals).
Duration: 27 min

03: Things Corporations Can and Cannot Do

Take a closer look at the history and nature of corporations and how they behave. How did corporations begin in the United States? What do you need to create a corporation today? What can a corporation legally do after it has been established? Professor Geis answers these and other eye-opening questions.
Duration: 30 min

04: Boards of Directors and the Duty of Care

There are a number of different obligations in corporate law for boards of directors. In this lecture, focus on the first fiduciary requirement: the duty of care. Generally speaking, the duty of care requires directors to behave carefully when they make decisions about what their corporation will do.
Duration: 28 min

05: Business Opportunities and the Duty of Loyalty

According to the duty of loyalty, directors and senior executives must put their corporation’s interests ahead of their own. What happens when the law should worry about an executive’s loyalty? How do the duty of loyalty and the business judgment rule interact? What can we learn from a 2004 court case involving eBay shareholders?
Duration: 29 min

06: Executive Pay and the Duty of Good Faith

Explore two of the most important contexts for the duty of good faith in corporate law: executive compensation and the obligation of a board to monitor its firm’s activities. Learn how courts evaluate how much executive pay is too much, and how the “Caremark standard” requires corporate directors to ensure their firm doesn’t engage in illegal activities.
Duration: 29 min

07: Shareholder Lawsuits: Goals and Limitations

Why—and how—do shareholder lawsuits come about? Who gets to control the litigation of them? What can corporations do to get rid of pesky cases that aren’t in the best interest of most shareholders? More generally, how do boards of directors delegate governance? Tackle these and other questions in this lecture.
Duration: 29 min

08: Securities Regulation and Fraud

Some shareholder lawsuits are managed by an entirely different set of laws, known as federal securities laws. Discover how federal law has stepped in to regulate corporate fundraising and trading activity (including the creation of the U.S. Securities and Exchange Commission in the 1930s) and has put a stop to fraudulent statements.
Duration: 27 min

09: Insider Trading Laws and Their Complexities

Using two landmark court cases (SEC v. Texas Gulf Sulphur and Chiarella v. United States) and our country’s strong tradition of buyer/seller beware, examine the legal complexities of insider trading laws. Thanks to an ambiguous patchwork of laws, some trades are allowed while others are prohibited.
Duration: 29 min

10: Corporate Control Battles and the Law

Take a deep dive into the world of internal shareholder fights for control: how they work and what rules can tip the balance of power. You’ll explore ways to influence managerial decision-making, including proxy fights (which can get very expensive) and shareholder proposals (which act like voter propositions for a popular referendum).
Duration: 28 min

11: Corporate Law of Mergers and Acquisitions

Mergers and acquisitions are extreme events in the life of a corporation. They can catapult a new corporation to success—or sink CEOs. Professor Geis explains the reasons companies merge, the business synergies that two firms hope to attain by merging, what merger lawyers do, and a special type of merger known as a “cash-out” merger.
Duration: 29 min

12: Hostile Takeovers, Defenses, and the Future

First, explore the inner workings of hostile takeovers of all kinds, where individuals (or entire companies) try to take over another company against its will. Then, Professor Geis offers some bold predictions about five topics in corporate law everyone should keep their eyes on in the years to come.
Duration: 31 min