Reorganizing Businesses and Industries

Corporate finance and governance issues. Topics include choice of organizational form, mergers and acquisitions, spin-offs, highly leveraged transactions, takeover defenses, financial distress, executive compensation, institutional investors, boards of directors, and shareholder activism. Many of the topics will be explored within an agency cost framework, focusing on conflicts between shareholders, managers, and other constituencies. Reading materials will be drawn from textbooks, academic journals, and the news media, and many courses will involve case studies of prominent firms that have experienced significant organizational problems. This is an advanced course and assumes that students are familiar with basic concepts of corporate law and/or corporate finance. Law students are expected to complete at least one semester of a basic corporate course.