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LAWS6844 - US Corporate Law
Faculty of Law (Sydney Law School) - 6 credit points
HECS Band three
EFTSL: 0.125000000
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Department: Law
Offered session(s): 102
Teacher/Coordinator: Prof Jennifer Hill

Classes: Feb 21, 22, 28 & Mar 1 (9-4)

Assessment: class participation (10%) and quiz (20%) and essay or exam (70%)

The objectives of this unit are: understand the history, structure and operation of US corporate law and corporate governance; to examine the common law, statutory provisions; and to explore the tension between state and federal law, including recent regulatory developments under the Sarbanes-Oxley Act 2002 and the Dodd-Frank Act 2010. Specific issues discussed in the course include the "race to the bottom" vs "race to the top" hypotheses; the US approach to veil-piercing; the governance role of shareholders under US law; directors' duties, including the duty of care and the duty of loyalty; the operation of the business judgment rule; derivative litigation; the law relating to closely held corporations; judicial review of tender offer defences.
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