Law School for Everyone: Corporate Law

Course No. 2018
Professor George S. Geis, JD, MBA
University of Virginia School of Law
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Course No. 2018
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What Will You Learn?

  • numbers Learn about the various types of corporations that can exist and explore how they're created.
  • numbers Examine the workings of boards of directors and the legal rights they do (and do not) have.
  • numbers Study the fiduciary obligations that protect corporations in the event of bad business decisions.
  • numbers Discover the court cases that laid the groundwork for how American corporations should behave.
  • numbers Take a clear, step-by-step look at how corporate mergers and corporate takeovers actually happen.

Course Overview

Corporations are inextricably linked with our lives. They produce amazing products. They sell us basic food and necessities. They employ us and pay our salaries. But sometimes, they can have a darker side.

The primary goal of corporate law is to help actors obtain all the benefits of centralized business activity while minimizing the conflicts and problems that can arise from irresponsible corporate leadership. This makes American corporate law a profound influence not just on the nation’s large and small corporations—but on ourselves.

Award-winning law professor George S. Geis of the University of Virginia School of Law explores the key dimensions of corporate law in the 12 lectures of Law School for Everyone: Corporate Law. Recreating a traditional law school course in corporate law, Professor Geis guides you through the foundations of corporate law, the history of corporations, the problems that can plague corporations (including insider trading and bribery), and more. Using both iconic court cases and case studies involving today’s top corporations, this course is a fascinating look at how corporate law works, where it works well, and where it may still fall short of its goals.

Unlike contract law or property law, which evolve over decades, corporate law is a field of law that’s constantly changing in response to current events piling up in today’s headlines. Many of the business scandals you hear about on the news often lead to new legal arguments over the limits of corporate activity and the optimal balance of corporate power. It’s a constant surge of reaction and adaptation that makes corporate law one of the most exciting parts of a typical law school experience. Consider:

  • Who is empowered to make and execute corporate decisions?
  • Is it stockholders who have the final say, or a board of directors?
  • What happens during a corporate merger—or hostile takeover?
  • What legal rules are in place to ensure corporations behave ethically?

These and other questions are at the heart of corporate law. With so much wealth and power, these often-immense entities can shape the world we live in and it is important for every consumer to understand the extent of their influence through the laws that help govern them.

Explore Fundamental Concepts of Corporate Law

When you hear the term “corporate law,” you’re likely to think of a boardroom of people in suits with binders and dry documents. In truth, Professor Geis suggests you think of corporate law as more like the Wild West.

“Life in the corporate world is a fight for money, power, and survival,” he says. “And getting everyone to play by the rules is no easy task.”

In Law School for Everyone: Corporate Law, Professor Geis offers a detailed map of this landscape of legal concepts and innovations. It’s the perfect introduction to what he describes as “society’s means of facilitating the good that corporations do, so that different players can focus their energy and resources on productive efforts.”

In clear, accessible language, these lectures introduce you to the inner workings of corporate law, from the fundamental structure of a typical corporation to the high-stakes drama of battles over corporate control. You will look at:

  • Types of Corporations: When a group of entrepreneurs gets together, what type of organization should they choose? Many larger firms want to trade their stock on the public market, and it’s usually much easier to trade the securities of a corporation. With a limited liability company (LLC), however, entrepreneurs get the best of both worlds—limited liability and single-level taxation.
  • Corporate Duties: To gain protection in the event of a bad business decision, corporate boards of directors need to meet fiduciary obligations. Among these obligations in corporate law are the duty of care (which requires corporate leaders to make careful, thoughtful decisions) and the duty of loyalty (which says agents can’t undermine the interests of their principals).
  • Fights for Corporate Control: Control battles spring up at firms of all sizes. But they can be especially contentious in smaller firms where the shareholders sometimes have personal relationships with one another. In a proxy fight, for example, all shareholders who agree with the vision of a new slate of directors can vote for that new slate to take over the board and start running the company.
  • Merging Two Corporations: Why would two corporations choose to form a new one? There are many strategic reasons, one of the most prominent being business synergies. Think 1 + 1 = 3. The firms hope to get more out of the combination than either firm could get on its own. Merger synergies are sometimes divided between cost synergies and revenue synergies.

Learn from Landmark Court Cases

Throughout Law School for Everyone: Corporate Law, you’ll plunge into fascinating, landmark court cases that have shaped the way corporate lawyers think about their field, such as:

  • Dodge v. Ford Motor Company (1919): This court decision is still studied because it addresses fundamental questions about how corporations should behave;
  • SEC v. Texas Gulf Sulphur (1968): This foundational (and sweeping) decision on insider trading helped set out, through noble rhetoric, a level playing field for investors;
  • Smith v. Van Gorkom (1985): This Delaware Supreme Court decision turned duty of care from something no one worried about into the hottest issue in corporate law; and
  • Basic v. Levinson (1988): This U.S. Supreme Court decision embraced the theory of fraud on the market and paved the way for class-action lawsuits in 10b-5 fraud claims.

In these and other cases, Professor Geis transforms “legalese” into easily understandable stories that, woven together, create a grand narrative of the evolution of corporate law from its beginnings right up to the challenges of the present day.

“How corporate law reacts and adapts has a powerful impact on our society,” Professor Geis says. And Law School for Everyone: Corporate Law encourages you to not only understand how corporate law works, but to also play your own role in shaping it—as a voter, as a shareholder, as a corporate leader, or perhaps even as a lawyer.

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12 lectures
 |  Average 28 minutes each
  • 1
    Questions and Conflicts in Corporate Law
    Begin the course by familiarizing yourself with the key players in a corporation, including stockholders, creditors, boards of directors, officers (such as CEOs and CFOs), and employees. Then, consider some of the fundamental questions involved in corporate law, exemplified by the 1919 decision in Dodge v. Ford Motor Company. x
  • 2
    Corporations and Their Agents
    The law of agency, which governs agents (such as Hollywood agents and sports agents) is one of the most important areas of law which most people have never heard of. Here, explore key topics in agency law, including how an agency relationship is formed and the details of fiduciary duties (special legal obligations agents owe to their principals). x
  • 3
    Things Corporations Can and Cannot Do
    Take a closer look at the history and nature of corporations and how they behave. How did corporations begin in the United States? What do you need to create a corporation today? What can a corporation legally do after it has been established? Professor Geis answers these and other eye-opening questions. x
  • 4
    Boards of Directors and the Duty of Care
    There are a number of different obligations in corporate law for boards of directors. In this lecture, focus on the first fiduciary requirement: the duty of care. Generally speaking, the duty of care requires directors to behave carefully when they make decisions about what their corporation will do. x
  • 5
    Business Opportunities and the Duty of Loyalty
    According to the duty of loyalty, directors and senior executives must put their corporation's interests ahead of their own. What happens when the law should worry about an executive's loyalty? How do the duty of loyalty and the business judgment rule interact? What can we learn from a 2004 court case involving eBay shareholders? x
  • 6
    Executive Pay and the Duty of Good Faith
    Explore two of the most important contexts for the duty of good faith in corporate law: executive compensation and the obligation of a board to monitor its firm’s activities. Learn how courts evaluate how much executive pay is too much, and how the “Caremark standard” requires corporate directors to ensure their firm doesn’t engage in illegal activities. x
  • 7
    Shareholder Lawsuits: Goals and Limitations
    Why—and how—do shareholder lawsuits come about? Who gets to control the litigation of them? What can corporations do to get rid of pesky cases that aren’t in the best interest of most shareholders? More generally, how do boards of directors delegate governance? Tackle these and other questions in this lecture. x
  • 8
    Securities Regulation and Fraud
    Some shareholder lawsuits are managed by an entirely different set of laws, known as federal securities laws. Discover how federal law has stepped in to regulate corporate fundraising and trading activity (including the creation of the U.S. Securities and Exchange Commission in the 1930s) and has put a stop to fraudulent statements. x
  • 9
    Insider Trading Laws and Their Complexities
    Using two landmark court cases (SEC v. Texas Gulf Sulphur and Chiarella v. United States) and our country's strong tradition of buyer/seller beware, examine the legal complexities of insider trading laws. Thanks to an ambiguous patchwork of laws, some trades are allowed while others are prohibited. x
  • 10
    Corporate Control Battles and the Law
    Take a deep dive into the world of internal shareholder fights for control: how they work and what rules can tip the balance of power. You'll explore ways to influence managerial decision-making, including proxy fights (which can get very expensive) and shareholder proposals (which act like voter propositions for a popular referendum). x
  • 11
    Corporate Law of Mergers and Acquisitions
    Mergers and acquisitions are extreme events in the life of a corporation. They can catapult a new corporation to success—or sink CEOs. Professor Geis explains the reasons companies merge, the business synergies that two firms hope to attain by merging, what merger lawyers do, and a special type of merger knowing as a “cash-out” merger. x
  • 12
    Hostile Takeovers, Defenses, and the Future
    First, explore the inner workings of hostile takeovers of all kinds, where individuals (or entire companies) try to take over another company against its will. Then, Professor Geis offers some bold predictions about five topics in corporate law everyone should keep their eyes on in the years to come. x

Lecture Titles

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What's Included

What Does Each Format Include?

Video DVD
Instant Video Includes:
  • Ability to download 12 video lectures from your digital library
  • Downloadable PDF of the course guidebook
  • FREE video streaming of the course from our website and mobile apps
Video DVD
Instant Audio Includes:
  • Ability to download 12 audio lectures from your digital library
  • Downloadable PDF of the course guidebook
  • FREE audio streaming of the course from our website and mobile apps
Video DVD
DVD Includes:
  • 12 lectures on 2 DVDs
  • 120-page printed course guidebook
  • Downloadable PDF of the course guidebook
  • FREE video streaming of the course from our website and mobile apps
  • Closed captioning available

What Does The Course Guidebook Include?

Video DVD
Course Guidebook Details:
  • 120-page printed course guidebook
  • Photos & illustrations
  • Suggested reading
  • Bibliography

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Your professor

George S. Geis

About Your Professor

George S. Geis, JD, MBA
University of Virginia School of Law
George S. Geis is the William S. Potter Professor of Law at the University of Virginia (UVA) 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 B.S. in finance from the University of California, Berkeley, and he earned a J.D. with honors and an...
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Law School for Everyone: Corporate Law is rated 4.6 out of 5 by 5.
Rated 5 out of 5 by from Loved it... hope there are more law school courses coming.
Date published: 2020-06-24
Rated 5 out of 5 by from Great overview For someone that is curious about corporate law and wants to get a broad and in-depth overview of the field -- I found this course extremely rewarding.
Date published: 2020-05-10
Rated 4 out of 5 by from OK This short course (12 lectures vice the more common 24) is aimed primarily at directors and executives. It is good, but only within that narrow focus. Topics include who can represent a corporation, responsibilities and liabilities of executives, securities, and acquisitions and takeovers. Obviously, these topics are fun but of limited use to most potential students. I used the video version but I think that the audio would have been just fine.
Date published: 2020-04-02
Rated 4 out of 5 by from Great value for the price I bought this for future reading because it had an unbeatable price.
Date published: 2019-12-31
Rated 5 out of 5 by from Fantastic course! Prof. Geis is a very engaging lecturer who does a terrific job in this course of explaining the important concepts in corporate law in an entertaining and readily comprehensible way. I have extensive experience in this subject matter but found Prof. Geis's lectures enlightening and useful. He is easy to listen to, has a nice sense of humor, and has the ability to break down complicated concepts in ways that will make the course accessible to, and enjoyable for, the novice and expert alike. I listened to the audio version of this course, which I found entirely satisfactory. Highly recommended!
Date published: 2019-10-17
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