Law School For Everyone: Corporate Law

Topic Professional Law School for Everyone Corporate Law Course Guidebook Professor George S. Geis University of Virginia School of Law Subtopic Law PUBLISHED BY: THE GREAT COURSES Corporate Headquarters 4840 Westfields Boulevard Suite 500 Chantilly, Virginia 20151‑2299 Phone 1.800.832.2412 | Fax 703.378.3819 www.thegreatcourses.com Copyright © The Teaching Company, 2019 Printed in the United States of America This book is in copyright. All rights reserved. Without limiting the rights under copyright reserved above, no part of this publication may be reproduced, stored in or introduced into a retrieval system, or transmitted, in any form, or by any means (electronic, mechanical, photocopying, recording, or otherwise), without the prior written permission of The Teaching Company. George S. Geis William S. Potter Professor of Law University of Virginia School of Law G George S. Geis is the William S. Potter Professor of Law at the University of Virginia School of Law. He is also the faculty director of the John W. Glynn, Jr. Law & Business Program, and he previously served as the UVA School of Law’s vice dean. Professor Geis received a BS in finance from the University of California, Berkeley, and he earned a JD with honors and an MBA with honors from The University of Chicago. Before his appointment to the UVA School of Law faculty, Professor Geis taught at The University of Alabama School of Law. He also spent five years as a management consultant with McKinsey & Company, where he served clients on corporate strategy, merger planning, and many other issues. Professor Geis teaches courses on contracts, corporations, agency and partnership, accounting, and corporate finance. He has won numerous teaching awards, including the UVA School of Law’s 2019 All-University Teaching Award. He has also taught courses as a visiting professor at The University of Chicago, Georgetown University Law Center, the Indian School of Business in Hyderabad, India, the University of Auckland in New Zealand, and the University of Trento in Italy. Professor Geis is the coauthor of Digital Deals: Strategies for Selecting and Structuring Partnerships, a book on business partnership and alliance strategies. His articles include “Traceable Shares and Corporate Law,” published Professor Biography I in the Northwestern University Law Review; “Internal Poison Pills,” published in the New York University Law Review; and “Ex-Ante Corporate Governance,” published in The Journal of Corporation Law. His work has also appeared in many other leading academic journals. Professor Geis’s research focuses on problems related to business alliances, merger transactions, shareholder litigation, and other topics involving the intersection of law and business.■ II Law School for Everyone: Corporate Law TABLE OF CONTENTS Introduction Professor Biography . . . . . . . . . . . . . . . . . . . . . . . . . . . . I Course Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Lecture Guides 1• Questions and Conflicts in Corporate Law . . . . . . . . . . . . . . . . . . 3 2• Corporations and Their Agents . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3• Things Corporations Can and Cannot Do . . . . . . . . . . . . . . . . . 18 4• Boards of Directors and the Duty of Care . . . . . . . . . . . . . . . . . 27 5• Business Opportunities and the Duty of Loyalty . . . . . . . . . . . 34 6• Executive Pay and the Duty of Good Faith . . . . . . . . . . . . . . . . 41 7• Shareholder Lawsuits: Goals and