LAW 7522 - Corporate Governance

LAW-7145 Corportations or LAW-7146 Business Associations. This course examines the transformation of the governance of public corporations in the aftermath of corporate scandal. The first portion of the course will be dedicated to common exploration of themes, materials and selected case studies; the last portion of the course will be dedicated to individual student presentations of research paper projects on personally selected topics. Together we will assess the changing roles and expectations of directors and senior officers, and the responsibilities of those advising them. We will also explore the changing claims and rights of other “stakeholders”, including shareholders, creditors and employees. Legal theories of the public corporation will be probed in order to assess recent reforms, and we will situate domestic developments in light of international responses and approaches. Other key topics may include ESG/corporate social responsibility; the role of institutional investors; “shareholder democracy”; the roles of professionals advising boards; executive compensation; diversity on boards; and other legislative and regulatory responses to policy issues in corporate governance. Prerequisites: Corporations or Business Associations. Enrollment is limited to 12 students. This course is an approved elective for the Business Law Emphasis Certificate. This course will satisfy the practice-oriented writing requirment. 2 credits.