Celia Bigoness is a Clinical Professor of Law and founder of the Entrepreneurship Law Clinic, Cornell’s first transactional law clinic. In addition to teaching at the Entrepreneurship Law Clinic, Professor Bigoness teaches “Introduction to Transactional Lawyering” and organizes the annual Cornell Law School Transactional Lawyering Competition. Before joining Cornell, she spent seven years practicing corporate law at Sullivan & Cromwell LLP in New York, London, and Paris. Her experience includes project finance, leveraged finance, capital markets, and mergers and acquisitions. Professor Bigoness received her J.D. from Yale Law School, where she was editor-in-chief of the Yale Journal of International Law, and her A.B. from Harvard.
If you own a business, have ever thought about starting a business, or have the opportunity to buy into a business in the future, you'll want to understand the personal implications the business structure may have for you.
In this course, you will look at how different types of business entities are structured in the U.S.? and examine the pros and cons of business structures for different individuals in different circumstances. You will also do a deep dive into corporations, which are the most common business entities, especially for large and complex businesses. You'll define the limits of the corporate structure by exploring the economic and social purposes of corporations along with what happens if individuals who own or control a corporation abuse their position of power.
Whatever your circumstances are, through this study you will be given the tools to understand who the relevant actors are in any business structure, what their rights and responsibilities are, and how you fit in.
Whether you have the opportunity to serve on a corporate board, you're tasked with preparing a presentation to a board and its shareholders, or you own equity and want to understand your rights, it's important for you to recognize how to work within the constraints of corporate laws. In this course, you will look at the framework for decision making within a corporation — specifically fiduciary duties, which are the duties that corporate directors and officers owe to the shareholders.
You'll also become more familiar with current challenges to the traditional notion that the directors and officers are the agents of the shareholders and only the shareholders, a way of thinking that has resulted in the belief that directors and officers have no duty other than to maximize shareholder profits. In recent years, however, there has been backlash to this concept, leading to widespread recognition that individuals in charge of corporate decision making have some obligation to take into account ethics, the community, and the environmental impact of their actions. You'll examine the implications of this shift and determine how the rules affect you.
In the event that you or others in your organization suspect a crime has been committed, there are a number of steps that can be taken to protect the company as well as procedures that can be adopted to avoid similar issues in the future. You will begin this course by recognizing the function, course, and consequences of an internal investigation. You will review the steps that take place in an internal investigation and prepare what you should do in case you're asked to be investigated. You will then explore what happens when the Department of Justice becomes involved in your investigation through a grand jury. You will choose the best course of action when you first encounter the Department of Justice and gain a clear sense of what a grand jury investigation entails. Finally, you will apply the lessons from this course to evaluate criminal liability in an insider trading case. You will explore the sources of insider trading law and analyze an insider trading case to decide whether criminal actions have taken place.
You are required to have completed the following courses or have equivalent experience before taking this course:
- Criminal Liability in an Organizational Setting