AREAS OF RESEARCH
Corporate Law, Corporate Governance
Edward Rock’s main areas of teaching and research are corporate law and corporate governance. In his 50 or so articles, he has written about poison pills, politics and corporate law, hedge funds, corporate voting, proxy access, corporate federalism and mergers and acquisitions, among other things. In addition to teaching and research, Rock is the director of NYU’s Institute for Corporate Governance & Finance and the Reporter for the American Law Institute’s Restatement of the Law of Corporate Governance. He spent the first part of his teaching career at the University of Pennsylvania where he served as Co-Director of the Institute for Law and Economics (1998-2010), as Associate Dean (2006-08), and as Senior Advisor to the President and Provost and Director of Open Course Initiatives (2012-15). He was a visiting professor at NYU in fall 2011 and has also visited at Columbia, and Hebrew University, where he was a Fulbright Senior Scholar.
This is the basic course on Corporations. It covers, among other topics, formation; certificate of incorporation and bylaws; limited liability; management and control rights and powers of shareholders, directors, and officers; shareholder voting; fiduciary and other duties and liabilities of officers and directors; amendments to the certificate of incorporation; and mergers and acquisitions.
This course is a continuation of the basic Corporations course and picks up where that course leaves off. We will explore the law of business combinations, that is, mergers and acquisitions, focusing primarily on Delaware law. We will also address a variety of federal securities law issues relating to mergers and acquisitions, including the rules governing tender offers. I teach using a modified Socratic method, calling regularly on students who will be assigned to panels. When on call, students will be expected to be the primary interlocuters.
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