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LAW-2136 Corporations
Prof. Jeffrey Lipshaw, Prof. Richard G. Pizzano, Prof. Anthony P. Polito,
4 credits day; 4 credits evening.
The course studies the nature, formation, and governance of business corporations. Specific
topics include the role of the business corporation in society and its relation to corporate
management, the formation of the corporation, the relationships of management and shareholders
with the corporation as an entity, fiduciary duties and conflict of interest issues, corporate voting,
shareholder lawsuits, and change of control transactions. Additional topics will include
discussion of the special problems of closely held corporations. Regulation course.
Faculty comments
: Professor Polito's section of this course will focus intensively on the
corporation as a legal and business entity and is designed to minimize overlap with Agency,
Partnership & the LLC or with the Securities Regulation course.
Professor Pizzano: Introduction to partnerships and corporations; law of Agency; organization of
the corporation; promotion and pre-incorporation problems; de facto corporation; ultra vires,
control of the corporation, corporate capital and financing; classes of stock; dividends, derivative
suits; mergers, reorganizations and liquidation; federal laws, Blue Sky laws, and professional
responsibility of the lawyer advising the business client. Although Corporations may be taken in
either the second, third or fourth year, the faculty strongly urges students to take this course in
their second year.
Professor Lipshaw: This course focuses on one particular institution for organizing a business
firm, the corporation, and is designed to minimize overlap with the LLC & Partnership and
Securities Regulation courses. Specific topics include the concept of the firm, basic corporate
vocabulary, corporate social responsibility, corporation as political actor (including the effect of
Citizens United), corporate formation, capital structure, corporate governance, an introduction to
corporate deal-making, and issues relating to closely-held corporations. The course serves as an
introduction to “numeracy” and financial concepts (including basic accounting) and includes
exercises involving arithmetic and some simple algebra. Grading will include a series of multiple
choice quizzes administered online through Blackboard, and a final exam in essay form. The
casebook is Palmiter & Partnoy, Corporations: A Contemporary Approach, 2d (West
Interactive).
Elective Course
Meets Base Menu Requirement
Meets Financial Services Concentration Requirements
Meets Health/Biomedical Concentration Requirements
Meets Labor and Employment Law Concentration Requirements
Recommended for the Mass Bar