The Evolution of Corporate Law & Finance

Amitai Aviram

Fall 2008

Syllabus

Learning Objectives: This seminar will explore the origins of business entity laws (primarily U.S. corporate law) and related developments in finance, through an inter-disciplinary approach that employs tools from economics and history. Even though business entities are artificial constructs of law, their form is shaped in response to existing business practices. Those practices, in turn, are created in an evolutionary process in which individuals who conduct business adapt to changing economic conditions. Understanding how economic conditions in the past affected business practices and ultimately corporate law – besides being interesting – is also helpful in anticipating future changes to the law resulting from current changes in economic conditions. Grades in this seminar are based on the quality of a research paper on a topic of your choice that is related to the seminar, and on class participation (including presentations of your research). While not required, I recommend that students take Business Associations I and II before taking this seminar.

Reaching Me: The best way to contact me is by e-mail, at: Aviram@illinois.edu. You are also welcome to meet with me at my office. Simply send me an e-mail suggesting days/times that are more convenient to you and we will find a mutually convenient time to meet.

Do not be shy about scheduling a meeting to clarify something that you did not understand in class. If, despite having read the assigned material and attending class, you are puzzled about some issue that was discussed in class, it is perfectly appropriate for you to schedule a meeting so that I can (hopefully) make things clearer. Out-of-class discussion affords me the luxury of focusing on your individual questions or concerns.

Grading: 50% - research paper; 40% - class participation; 5% - thesis presentation; 5% - paper presentation.

Paper: Each student will research and write a paper on a topic of her or his choice, as long as the topic is sufficiently related to history of business organizations law or finance. The paper must be submitted by the last day of classes of the semester. Please submit the paper in electronic form, by e-mail, to: Aviram@illinois.edu.

Each student will make two presentations regarding the paper. First, on the fifth class of the semester, a 5-minute presentation of the chosen thesis. Then, a second presentation of about 10 to 15 minutes in one of the last two classes of the semester. Because you will need to present your thesis on the fifth class, please make it a priority to pick your thesis and do some preliminary research of it very early in the semester. I will discuss in the first class of the semester how to write a research paper and how to look for a good thesis.

By default, I assume that you are not interested in having your paper qualify for the Upper Level Writing Requirement (ULWR). If that is the case, the length of the paper is up to you (though it should be of sufficient length to fully support your thesis). If you wish to have your paper qualify for ULWR, please note that conspicuously on the title page of the research paper you submit. To qualify for ULWR, the paper will need to conform to the College of Law’s rules and standards for such papers (including that it should be at least 6,000 words long, not counting footnotes).

Class Participation: This course is a seminar, and enrollment is capped much lower than in an ordinary course. For that reason, active and significant student participation in class discussion is essential. With the exception of the introductory class, I plan to lecture for only a short portion of class time, setting up some of the background. The rest of the class will involve class discussion. I expect students to participate actively – rather than waiting to answer when called on, students should proactively talk about their thoughts and insights regarding the topics we discuss (in light of the assigned reading and any independent research the student may have done on the subject).

I recognize that this is a significant task that requires quite a bit of preparation before class. For that reason, each student will have three classes in which she/he (together with a few other students) acts as a “discussion leader” and is responsible for carrying on the conversation; the remaining students are also expected to participate, but can be more reactive and are not expected to have the same level of mastering the material.

To do this, I will divide students into three groups. Students in each group will be “discussion leaders” for class discussions in three classes during the semester. For example, students in group 1 will be “discussion leaders” and carry the conversation in classes I-1, II-1 and III-1; students in group 2 will do the same for classes I-2, II-2, and III-2, etc. Participation as discussion leader is the main factor affecting the class participation portion of a student’s grade. Discussion leaders may coordinate their talking order, points they plan to discuss, etc. They are welcome to create and use PowerPoint presentations if they wish to.

A typical class will begin with my talking for about 20 minutes, setting up some background to the topic (mostly, addressing the economic forces that underlie the legal or business transformation we are considering in that class). Following that, the discussion leaders take over, each presenting for about 15 minutes. Presentations should review the assigned reading material, highlight questions or observations that arose from the material, and presenting questions, and ideas as to how to answer the questions, to the rest of the class. Excellent presentations would also involve describing additional relevant material (primary or secondary) that the student has researched beyond the assigned reading. At the end of the presentations, discussion leaders are responsible for managing the class discussion. They may, at their discretion, also allow questions during their presentation or ask the class questions during the presentation.

Students who are not discussion leaders are expected to also participate, but their participation does not have to be as intensive and it may be mostly reactive to what they hear from the discussion leader. Participation is not just important for one’s grade, it is also the collegial thing to do in order to help out the discussion leaders, so that they do not need to talk for the entire class. Since all of you will be discussion leaders several times, it would be both nice and smart of you to help others out when they are discussion leaders, but adding to the conversation.

Required Books: The only required text for the course is the course materials packet that I am preparing. It’s taking quite a while to create these readings from scratch (especially since I am editing them to reduce the amount you need to read to the minimum necessary). Therefore, I will have to distribute the material to you piecemeal ahead of each class. I apologize that I could not get all the readings done and consolidated into a packet before the beginning of the semester.

To view the course outline and assigned reading, click here.

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