The Evolution of Corporate Law & Finance

Amitai Aviram

Spring 2010



Learning Objectives: This course explores 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 are based on the quality of a research paper on a topic of your choice that is related to the history of business organizations law or finance, 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 course.


Reaching Me: The best way to contact me is by e-mail, at:  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: Grades will be determined by the quality of the research paper submitted by the student, adjusted up to one grade point up and without limit down (i.e., as low as an F) for student participation (class participation & attendance, performance as discussion leaders, topic/thesis presentations, etc.).


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:  At the end of the semester, each student will make a 15 to 20 minute presentation of their paper to the class.


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: 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).  Students will be assigned to act as “discussion leaders” in one or more classes, in which they are 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.


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.  They will review the assigned reading material, highlight questions or observations that arose from the material.  Excellent presentations also involve describing additional relevant material (primary or secondary) that discussion leaders have researched beyond the assigned reading.  Discussion leaders also facilitate class discussion.  They may, if they wish, ask the class questions during the presentation or call on students.


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, it would be both nice and smart of you to help others out when they are discussion leaders, by contributing to the conversation.


Required Books: The only required text is a course materials packet that I will supply to you.


To view the course outline, click here.


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