This book provides cases, commentaries, case studies, and discussion questions on corporate law. It is intended for use in the introductory course in corporate law at U.S. law schools. Emphasis is placed on Delaware corporate law, though comparative perspectives are developed as well. Teaching slides and teaching notes are available from the authors. The book has a Statutory Supplement, also available online including on CreateSpace.com and Amazon.com.
The structure of the book is as follows: Chapter 1 - Introduction to Corporate Law; Chapter 2 - Shareholder Voting; Chapter 3 - Conflicted Behavior: The Duty of Loyalty; Chapter 4 - Unconflicted Behavior: The Duty of Care; Chapter 5 - The Protection of Creditors; Chapter 6 - Fiduciary Duties of Controlling Shareholders; Chapter 7 - Mergers & Acquisitions; Chapter 8 - Takeover Defense; Chapter 9 - Buyouts by Controlling Shareholders; Chapter 10 - The Enforcement of Corporate Law; Chapter 11 - Insider Trading.
About the Author:
Holger Spamann is Professor of Law at Harvard Law School, where he teaches corporate law and corporate finance. His research focuses on the law and economics of corporate governance and financial markets, judicial behavior, and comparative law. Before embarking on his academic career, he practiced with Debevoise & Plimpton in New York and clerked for two years in Europe. He holds too many degrees, among them a Ph.D. in economics from Harvard University. He is a member of the bar of New York and qualified for the German bar.
Guhan Subramanian is the Joseph H. Flom Professor of Law and Business at Harvard Law School and the H. Douglas Weaver Professor of Business Law at Harvard Business School. He is also the faculty chair for the JD/MBA program at Harvard University, the Vice Chair for Research for the Harvard Program on Negotiation, and a director of LKQ Corporation (NASDAQ: LKQ), a Fortune 500 company in the automotive sector. Prior to joining the Harvard faculty he spent three years at McKinsey & Company.
At HLS Professor Subramanian teaches courses in negotiations and corporate law. At HBS he teaches in several executive education programs, such as Strategic Negotiations, Changing The Game, Making Corporate Boards More Effective, Mergers & Acquisitions, and the Advanced Management Program. His research explores topics in corporate governance, corporate law, and negotiations. He has published articles in the Stanford Law Review, the Yale Law Journal, the Harvard Business Review, and the Harvard Law Review, among other places. He has been involved in major public-company deals and advises individuals, boards of directors, and management teams on issues of dealmaking and corporate governance.
Professor Subramanian holds degrees in Law, Economics, and Business from Harvard University.
