This course explores problems, successes, and reforms associated with litigation by public stockholders against corporate fiduciaries and other participants in corporate transactions. Corporate law doctrine is enforced almost exclusively by minority stockholders. At its best, stockholder litigation may redress and deter corporate misconduct. Yet, the mechanisms of stockholder litigation are open to systemic abuse. We will examine forms of stockholder litigation, and means by which courts and commentators have sought to restrict or shape it. We will also examine unique issues affecting public unitholder litigation for limited partnerships and limited liability companies. We will look almost exclusively to the law of the State of Delaware, given its national prominence in corporate law. A final paper will be required. Class participation will be a component of the final grade. Prerequisite: Enterprise Organization or Corporate Lawyer: Law & Ethics.
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