Teaching Federal Corporate Law

U.S. corporate law is usually considered to be rooted in state common law, with securities regulation as its federal counterpart. The traditional law school curriculum mirrors this division. However, regulation and other responses to the new economic environment put pressure on these categories. This essay proposes one way to integrate responses to the financial crises into the way lawyers are trained: through a course in federal corporate law.

The essay argues that federal corporate law is productively viewed more expansively, as not limited to securities regulation. Instead it encompasses a diverse and growing set of categories, including such hotly contested topics as federal regulation of executive compensation, federal criminal liability for corporations, and federal corporate charters. Moreover, a federal corporate law course makes a first cut at better aligning the traditional state common law focus of corporate law with the mix of corporate law sources encountered in practice.