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Adv US Corporation Law (LAW-795BW-001)
The course is designed as a survey course covering various aspects of Delaware General Corporation Law , securities regulation (including insider trading and public and private offerings), mergers and acquisitions, and corporate social responsibility. It will not be as comprehensive as the individual courses offered in such subjects, but will require an in depth knowledge of the course material assigned and a general familiarity with such subjects in your country of origin. In certain respects, the course will be taught as a seminar which is expect to enrich the experience of the students and allow them to freely pose questions to the Professor and other students in class.
Textbooks and Other Materials
The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check here to determine if books are currently available for purchase at the AU Campus Store.
Case and Materials on Corporations Including Partnerships and Limited Liability Companies, 11th Ed., by Hamilton, Macey and Moll, American Casebook Series, West Group; ISBN: 978-0-314-20516-2; and
Statutory Supplement to the above textbook; ISBN: 978-0-314-92697-5
Students can either purchase Federal Securities Laws, Selected Statutes, Rules and Forms, 2012 Ed., by John C. Coffee, Jr. and Hillary A. Sale, or access selected readings in such statutes, rules, regulations and forms online at the SEC website (www.SEC.gov).
Readings in other statutes (e.g., the Jumpstart Our Business Startups Act, the Foreign Corrupt Practices Act and the Delaware General Corporation Law) and rules and regulations (e.g., the NYSE Listed Companies Manual) can also be found online at various sites.
First Class Readings
Pre-Class Reading (all cases can be found in Chapter 9 and 12 of Textbook)
Matter of Cady, Roberts & Co., 40 SEC 907 (1961) Texas Gulf Sulfur (SEC v. Texas Gulf Sulfur, 401 F2d 833 (2d Cir. 1968)
TCS Industries, Inc. v. Northway, Inc., 426 U.S. 438 (U.S. Sup. Ct. 1976)
Section 10(b) of the Securities Exchange Act of 1934 (“SEA”), Rule 10b-5 and Peruse Form 8-K, Items 1.01, 1.02, 2.06, 5.02, 5.05 and 8.01
NYSE Listed Company Manual (“NYSE Manual”), Sections 201 and 202, inclusive Regulation FD under the SEA
“H-P Board Sued on Hurd Exit,” The Wall Street Journal, August 13, 2010