I had an absolute blast last week guest teaching David Hamm's Securities Regulation class at the University of Colorado Law School.
I wanted to find an interesting angle to teach dry items like The Williams Act (which regulates tender offers), Reg M-A, Form S-4, etc.
I always found parallels between the theory of government and the theory of corporate law fascinating -- specifically, the age-old question in Political Science, of whether lawmakers are supposed to be our "representatives" (deciding what's best for us, using their own judgment, because they have access to information we don't), or our "delegates" (doing what we wish them to do, being our voice, reflecting our desires).
The same philosophical debate applies to Boards of Directors & Management -- should we tightly regulate hostile takeovers, because Boards/Management are privy to information shareholders are not; or should we encourage hostile takeovers, because Boards/Management tend to entrench themselves?
With David's permission, we opened the class with a Personal Branding exercise, and also a short history of the 120-year old democracy movement in Iran, which is culminating in a heroic revolution right now, in its latest instance.
It was the highlight of my week -- Thanks David and your students for running such a warm, wonderful class.
