Schedule of Classes
250.4 sec. 1 - Business and Tax Law from a Social Justice Perspective (Spring 2010)
Instructor: Richard M. Buxbaum (view instructor's teaching evaluations | profile)
Instructor: David Gamage (view instructor's teaching evaluations | profile)
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Units: 3
Meeting Time: Th 2:20-5:00
Meeting Location: D-21 Hearst Field Annex (HFA)
Course Control Number (Non-1Ls): 49687
Main Section Enrollment:
Enrolled: 14
Waitlisted: 0
Enroll Limit: 40
As of: 11/24 06:43 AM
In short, this course provides a succinct overview of some of the basic principles of the fields known as “corporate law” and “tax law,” and then discusses the implications of these legal principles for social justice questions. To begin a longer exposition, here are two sets of questions, among many that might be asked, which motivate us to offer this course:
“The business of a corporation is to maximize its owners’ profits.” What does social justice have to do with it? Does President Kennedy’s famous maxim bear on this question: “If we cannot help those who are poor, we cannot save those who are rich”? Or is the dispensation of social justice by corporations based on the fact that even CEOs have grandchildren? Does the corporate version of social justice bear the same relation to social justice as military music bears to music?
Is social justice expensive and who defines it? Does “society” want inexpensive shirts and blouses more than it wants South Asian children to go to school? Are corporations actors in the development of a society’s sense of social justice? Are the “extra” profits needed to pay for social justice only available at the price of allowing oligopolistic or monopolistic corporate structures, or of subsidizing private social justice activity through the tax law, especially in an age when the national level of these policies is hostage to global competition that is not yet bound to international norms assuring an equal playing field?
The approach we take to this perhaps intractable set of issues is to focus on two elements of law. First are those that impose obligations and constraints on organized business activity in the sense that environmental, consumer-protection and antitrust laws constrain this activity. Second are those that facilitate the internalization of concerns with social-justice within this sector’s various decision-making processes “ concerns that rank with concerns about securing sufficient profits to satisfy the human agents of these entities and to secure sufficient returns on investment (which are required in order to assure those entities’ access to capital).
The course begins with presentations of the basic legal structures of business entities and of their taxation. Those materials will cover all legal forms and all economic sizes of the entities we call “corporations”; indeed, we will present similar basic materials about non-corporate forms of private business activity. A focus of this introductory section of the course will be on the organization and oversight of tax-exempt organizations (more colloquially known as non-profits). The course will then proceed to cover the structures within which and the processes by which corporate decisions are made “ the broad fields of corporate governance and aspects of income taxation. The course will then will turn to the constraints that not only legal rules but political and economic realities create for these decisions. This part of the course will set the stage for considering the national and international debate over the question, to whom are corporate actors accountable: only to the entity’s owners or to all “stakeholders” affected by the actions of the corporation?
Exam Notes: F/P
Course Category: Business Law
Course Subcategories:
Social Justice and Public Interest
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Books:
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