Overview

This course introduces the legal structure of the modern corporation. Rather than treating corporate law as a technical checklist, we will study it as a system of institutional design that allocates power, defines obligations, and structures economic behavior. Through close readings of key cases and practical examples, you will learn how the law creates and governs the firm, how directors are shielded and constrained, and how rules interact with norms to shape decision-making inside companies. We will begin with the foundational attributes of the corporate form and move through formation, governance, fiduciary duties, shareholder litigation, and major corporate transactions. Along the way, you will come to see corporate law not as a niche subject, but as one of the central legal pillars of the modern economy. Whether your interest is in law, business, or public policy, this course will provide a clear and thoughtful introduction to how corporations are built, maintained, and challenged.

Syllabus

Foundations of Corporate Law and the Corporate Form

This module introduces the foundational elements of American corporate law and the role it plays in shaping modern business institutions. Learners will explore how the corporation is not merely a business vehicle, but a legal architecture constructed through statutes, judicial interpretation, and economic incentives. Key concepts such as legal personhood, limited liability, centralized control, and share transferability will be discussed, setting the stage for a deeper understanding of the corporation’s role in the economy and society.

Formation and Governance of the Corporation

Building on foundational concepts, this module walks learners through how corporations are formed and governed. It covers the procedural and substantive steps in incorporation, including the filing of charters and the adoption of bylaws. Learners will examine how governance is structured through shareholder voting, board formation, and rule-based systems that define internal corporate authority. The module emphasizes the ways law enables control, coordination, and accountability within the firm.

Fiduciary Duties and Procedural Gatekeeping

This module focuses on the obligations of corporate fiduciaries and the legal frameworks that manage agency costs. It introduces the core fiduciary duties of loyalty and care, examines protective doctrines like the business judgment rule, and analyzes key cases that illustrate these principles. Learners will also study the procedural rules governing shareholder litigation, including derivative suits, demand requirements, and special litigation committees, all of which act as gatekeepers to corporate accountability.

Firm Types, Transactions, and Narrative Enforcement

The final module expands the scope to consider variations in firm structure, major corporate transactions, and the cultural and narrative dimensions of corporate law. It examines closely held firms and their unique governance challenges, merger and acquisition law including fiduciary realignment, and the informal ways in which norms, stories, and reputational incentives shape behavior in the corporate sphere. Learners will gain a nuanced view of how law functions both formally and informally at the boundaries of institutional enforcement.