LAW 252P - Corporate Governance and Shareholder Derivative Litigation Practicum.

This practicum emphasizes acquiring practical knowledge and developing strategic decision-making skills in the context of a simulated shareholder derivative lawsuit. A primary goal of the course is to develop students’ written and oral advocacy skills to prepare them for practicing commercial litigation.

Students will be immersed in the shareholder derivative litigation as counsel for the shareholder plaintiffs or the officer and director defendants. They will experience the life cycle of the litigation from filing of the derivative demand notice and the complaint to resolution of the dispute through mediation.

The course will focus on one complex shareholder derivative action. Students will be divided into two teams, representing the shareholders or the officers and directors. Much teamwork will be required to prepare students for working as a part of a litigation team.

Throughout the semester students will advise their clients on the principles of corporate governance and the fiduciary duties of officers and directors in the context of shareholder disputes.

Students will be challenged to draft pleadings that are ready to file with the court, including a complaint, answer, and briefs in support of and in opposition to motions to dismiss and motions for summary judgment. Students will gain experience in oral advocacy by arguing their motions before the court.

The course will conclude with a simulated mediation with an experienced mediator. Students will prepare a mediation statement for the mediator, a presentation for the mediation, and participate with team members in the mediation. Five hours. Burke and Craddock Prerequisite: Close Business Arrangements.