Georgia Law Review, Vol. 34, No. 2 (Winter 2000), pp. 929-952


I have a passionate belief that a very good way to teach Corporations is to structure the course around a core goal--to teach Delaware corporate law systematically--not just bits and pieces of it, but the entire system, much the way we approach the teaching of constitutional law. This Essay is an elaboration of my reasoning and strategies, organized as a presentation and discussion of the core rationales for organizing the course in this way. The first justification flows axiomatically from the following proposition: we create value for many of our students, and harm none, by giving them an opportunity to become experts in Delaware corporate law. As discussed in Part I below, I believe there are significant "marketing" reasons--how we present our role as teacher and the role of the introductory Corporations course to students--for adopting this goal or rationale. The second justification takes as a given that one of our goals is to give students a theoretical understanding of how corporate lawyers create value for their clients, and that a related goal is to begin to equip students with the substantive understanding and skills that good corporate lawyers must have. As discussed in Part II, I submit that training students to be experts in Delaware corporate law provides important building blocks and opportunities to teach the transaction cost engineering role of the value-adding corporate lawyer. This Essay concludes in Part III with a brief discussion of two examples of the use of Delaware corporate law in the basic course.