July 18, 2011
Corporations/BA Roundtable
Posted by Kent Greenfield

Thanks to Erik for inviting me to add my 2 cents to this Roundtable -- I am eager to see what kind of variety we see in our various teaching styles.  I am presuming that we will find quite a bit of variation, and the correct question is whether such variety is a good or bad thing.

My own view is that such variety is a good thing -- not only because it gives us all such incredible freedom to teach by our own lights -- but it also offers students a diversity of viewpoints, which is good for them both personally and professionally.  The downside, of course, is that some professors may wander away from the core curriculum so far that students will be left lacking in fundamental concepts or understandings.  And one's own failings as a teacher in terms of curriculum coverage will not always be obvious to anyone (including the academic dean -- am I right David? -- or the students) until it is too late.  

The truth of the matter is that my own choices on topic and methodology have changed drastically over the 16 years I have been teaching the basic course.  Early in my career I taught agency and partnership in the basic BA course (at BC we call it "Corporations").  Now I cover it hardly at all.  Early in my career I spent quite a bit of time on the charitable contribution cases; now I cover them not at all.  (Though I spend quite a bit of time on issues of corporate responsibility and stakeholders.)  Early in my career I taught VanGorkom; now I do not.  Early in my career I spent a good amount of time on issues of close corporations; now I do so only to contrast how different the law is for public corporations.  Early in my career I did not do much basic corporate finance; now I spend as much as two weeks on it.

The elements that have stayed mostly the same have been an examination to Delaware law when it comes to the duties of management, an introduction to federal insider trading law, and a coverage of the M&A core cases (Revlon & Unocal etc).  And of course even in these areas the law itself has changed enough that the coverage is drastically different now than it was in the mid-90s.  (Who, for example, focused on "good faith" back then?)

So I won't exhaust all my thoughts in this first post, I will stop there for now.  But I do have one specific question for my fellow roundtable participants.  How much have you been focusing on Lyondell over the past couple of years?  Do you see it as a key case in DE law that informs how you teach fiduciary duties as well as Revlon/Unocal?  

More to come...

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