This course introduces the legal structure of the modern corporation. Rather than treating corporate law as a technical checklist, we will study it as a system of institutional design that allocates power, defines obligations, and structures economic behavior. Through close readings of key cases and practical examples, you will learn how the law creates and governs the firm, how directors are shielded and constrained, and how rules interact with norms to shape decision-making inside companies.
We will begin with the foundational attributes of the corporate form and move through formation, governance, fiduciary duties, shareholder litigation, and major corporate transactions. Along the way, you will come to see corporate law not as a niche subject, but as one of the central legal pillars of the modern economy. Whether your interest is in law, business, or public policy, this course will provide a clear and thoughtful introduction to how corporations are built, maintained, and challenged.
This module introduces the foundational elements of American corporate law and the role it plays in shaping modern business institutions. Learners will explore how the corporation is not merely a business vehicle, but a legal architecture constructed through statutes, judicial interpretation, and economic incentives. Key concepts such as legal personhood, limited liability, centralized control, and share transferability will be discussed, setting the stage for a deeper understanding of the corporation’s role in the economy and society.
What's included
11 videos
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11 videos•Total 42 minutes
Introduction•7 minutes
What is a Corporation?•4 minutes
Shareholders - Residual Claimants•3 minutes
Who are the Shareholders?•1 minute
Agency Costs•3 minutes
Why Delaware?•5 minutes
Court of Chancery•5 minutes
Corporate Personhood•2 minutes
Limited Liability•5 minutes
Separation of Ownership and Control•4 minutes
Liquidity and Flexible Capital Structure•4 minutes
Formation and Governance of the Corporation
Module 2•24 minutes to complete
Module details
Building on foundational concepts, this module walks learners through how corporations are formed and governed. It covers the procedural and substantive steps in incorporation, including the filing of charters and the adoption of bylaws. Learners will examine how governance is structured through shareholder voting, board formation, and rule-based systems that define internal corporate authority. The module emphasizes the ways law enables control, coordination, and accountability within the firm.
What's included
5 videos
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5 videos•Total 24 minutes
The General Charter•6 minutes
The Incorporation Process•6 minutes
Governing the Corporation•3 minutes
Issuing Stock and Director Action•5 minutes
Stockholder Action•4 minutes
Fiduciary Duties and Procedural Gatekeeping
Module 3•1 hour to complete
Module details
This module focuses on the obligations of corporate fiduciaries and the legal frameworks that manage agency costs. It introduces the core fiduciary duties of loyalty and care, examines protective doctrines like the business judgment rule, and analyzes key cases that illustrate these principles. Learners will also study the procedural rules governing shareholder litigation, including derivative suits, demand requirements, and special litigation committees, all of which act as gatekeepers to corporate accountability.
What's included
8 videos
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8 videos•Total 44 minutes
Managing Agency Costs•4 minutes
Duty of Care: Dodge vs. Ford•7 minutes
The Business Judgment Rule•5 minutes
The Duty of Loyalty•8 minutes
Direct Suits•5 minutes
Derivative Suits•4 minutes
The Demand Requirement•6 minutes
Zapata Two-Step•5 minutes
Firm Types, Transactions, and Narrative Enforcement
Module 4•2 hours to complete
Module details
The final module expands the scope to consider variations in firm structure, major corporate transactions, and the cultural and narrative dimensions of corporate law. It examines closely held firms and their unique governance challenges, merger and acquisition law including fiduciary realignment, and the informal ways in which norms, stories, and reputational incentives shape behavior in the corporate sphere. Learners will gain a nuanced view of how law functions both formally and informally at the boundaries of institutional enforcement.
What's included
10 videos1 assignment
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10 videos•Total 48 minutes
Closely-Held Firms•4 minutes
Minority Owners•5 minutes
Minority Oppression Doctrine•4 minutes
Dissolution•4 minutes
Minority Oppression Problem•3 minutes
Buyout Provision•3 minutes
Introduction to Mergers and Acquisitions•4 minutes
The University of Pennsylvania (commonly referred to as Penn) is a private university, located in Philadelphia, Pennsylvania, United States. A member of the Ivy League, Penn is the fourth-oldest institution of higher education in the United States, and considers itself to be the first university in the United States with both undergraduate and graduate studies.
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Is financial aid available?
Yes. In select learning programs, you can apply for financial aid or a scholarship if you can’t afford the enrollment fee. If fin aid or scholarship is available for your learning program selection, you’ll find a link to apply on the description page.