DOC - American University Washington College of Law

Law 611-001
SUMMER 2012 Semester
Room No. - TBA
May 1, 2012
Professor: Alan Jacobs, Esq.
(Cell: 858-699-3669)
Biographical Information: Professor Jacobs is a seasoned corporate lawyer with over
35 years’ experience in the field. He has been a member of the Staff of the Securities and
Exchange Commission, a partner in Jones Day Reavis & Pogue, a co-chair of Heller
Ehrman LLP’s national M&A practice, an EVP, Secretary and General Counsel of three
NYSE-listed companies and a practicing CPA. He has taught in the MBA program at the
University of Maryland and as an adjunct professor of law at Southwestern University
School of Law and American University’s Washington College of Law. He has lectured
in Corporation Law, Securities Regulation, Accounting for Lawyers, Corporate Finance
and Business Associations.
Textbook: 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
Guest Lecturer: During the first two weeks of the course you will be instructed by a
guest lecturer whose name is Paul Kaplun. Mr. Kaplun’s professional background is very
similar to the Professor’s. He is a senior corporate partner at Venable LLP in
Washington, DC and a licensed CPA. He holds a B.S.B.A degree from Georgetown
University (Magna Cum Laude) and a JD from the Georgetown University Law Center.
Mr. Kaplun has taught, as an adjunct professor, at the Georgetown Law Center lecturing
in Business Planning, one of the successor courses to this course. You are expected to
show Mr. Kaplun the same respect and cooperation you would extend to the Professor
during his time with you. He will be more than happy to answer any of your questions
regarding the course, his experience with both mid-size and large law firms, the nature of
his practice and the current state of the market for young lawyers in DC.
Grades: Grading is inherently subjective and each student will be graded, among other
things, in terms of (i) knowledge of relevant law and interpretations, (ii) application of
the law to the facts and circumstances of the cases presented, (iii) imagination and
uniqueness, and (iv) ability to express one’s self in a clear, concise and well-organized
manner. Students also will be graded in comparison to the examinations submitted by
other students in the class. The final grade for the course will be based on the following
Final Examination
Class Participation
The final examination will consist of one or more cases that will require you to
demonstrate your knowledge of the law governing the duties and responsibilities of
officers and directors of public companies, as the same has evolved and been codified in
the Delaware General Corporation Law. Such cases may arise in the context of a
derivative lawsuit, a merger and acquisition, a securities offering or other corporate
transaction. You will not be required to recite code sections or former case law, but to
the extent you are relying on such sections and cases to explain the current state of the
law, such citations can only help to demonstrate your knowledge and make for a well
written legal decision.
Academic Integrity: The course is subject to the Washington College of Law Honor
Code, which incorporates the AU Student Code of Conduct and which can be accessed
online under the caption WCL Catalog – Honor Code.
Class Description and Student Expectations: The course is designed to familiarize the
student with basic concepts of agency, partnership, limited liability company and
corporation law. While we will touch on various concepts that are generally unique to
closely-held corporations, such as piercing the corporate veil, successor liability, Ultra
Vires acts, pre-incorporation contracts and subscription agreements, the course will
focus primarily on publicly-held corporations, including matters related to duties of
officers and directors, corporate governance matters, and, if time permits, mergers and
acquisitions. We will also touch on insider trading, but will leave an in-depth treatment
of the subject to WCL’s course in Securities Regulation.
Students are expected to read all of the assigned reading material as well as (related
statutory provisions, focusing on the Delaware General Corporation Law, as opposed to
the Model Business Corporation Act) before class as background information. All of
such material may not be expressly covered in class but will form a basic understanding
of the subject matter, relevant case law and current interpretations of various statutory
requirements that will form a basis for class discussion. The course will be taught by the
Socratic Method and students will be called upon at random to brief cases in class and to
discuss the notes following the cases. Questions about the course material and the
corporate/securities practice of law are encouraged. If they are not answered in class due
to time constraints, students are free to follow up with the Professor after class or by
appointment. Questions about the final examination will only be answered in class so
that all students receive the benefit of the Professor’s answers. Student input and
feedback are welcome.
Attendance: Attendance in each class is required; however, the Professor will adhere to
the WCL attendance policy unless he determines that an insufficient number of students
are attending class to accommodate a meaningful class discussion of the subject matter.
As noted above, class participation represents 10 percent of the final course grade.
Use of Electronic Devices: Use of telephones and recording devices are not permitted
in class. Computers may be used to take notes and to aid in your class participation, but
not to “surf the web,” review the news, conduct research for your current employer or
engage in electronic communications during class. If such improper uses are discovered
or such usage becomes a distraction to the rest of the class, computers will be banned
from class.
Week 1
Chapters 1 and 2; Chapter 3, pp. 39-56 and 65-76
Week 2
Chapter 3, pp. 76-109
Chapter 4, pp. 136 through Note 3, ending on p. 142
(Omit Note 4 through end of Chapter 4)
Chapter 18, pp. 1182-1200, 1213-1229 and 1236-1241
Week 3
Chapter 5, pp. 172-206
DGCL Sections 101-109, 122, 122 and 124
Chapter 6, pp. 206-239, 240-251 and 257-266
Week 4
Chapter 7, pp. 267-276 and 303-337
DGCL Sections 151-157 and 161-167
Week 5
Chapter 8, pp. 376-454
DGCL Sections 172-174
Week 6
Chapter 8, pp. 475-504* and Chapter 9, pp. 540-567 (background)
Week 7
Chapter 9, pp. 590-620 and Chapter 10, pp. 638-668
DGCL Sections 141-146, 211-214, 216-220, 222, 223 and 228-231
Week 8
Chapter 10, pp. 684-686, 699-708, 708-717 and 719-724; and Chapter 11,
pp. 742-804
Week 9
Chapter 12, pp. 836-901
Week 10
Final Exam
*I suggest you start reading ahead at this point to complete the reading assignments for
the balance of the course.
Ver. 3