Spring 2012 Course Schedule

Adv Corp Law: Corporate Governance (LAW-613-001)

Meets: 01:30 PM - 03:20 PM (T) - Room 351

Enrolled: 10 / Limit: 16

Administrator Access


Prereq: Business Associations (LAW-611)


This course addresses the most significant, dynamic, and high-profile topic in business law today: the struggle of shareholders and stakeholders to participate more fully and effectively, and in a more informed manner, in corporate control and management.

Instead of an examination, each student will give a presentation to the class on her “work-in-progress” version of-- and submit a final version of, by 5:00 p.m. on Tuesday, May 1 (the second day of exam period)-- a research paper, on a relevant topic of her choice (subject to instructor approval), that satisfies WCL’s Upper Level Writing Requirement. A wide variety of sample topics and source materials will be suggested.

Class readings will include: selected caselaw; statutory and regulatory provisions; material from recent law reviews, newspapers, magazines, and Web sites; the instructor’s casebook, Corporate Governance: Principles and Practices (Aspen 2010), with draft updates; and Thinking, Fast and Slow, a new book by a Nobel Prize-winning pioneer of behavioral economics.

Among the topics for class discussion (and possible papers) are:

*harmonizing the growing number of relevant decisions, statutes, guidelines, “best practices,” and stock exchange requirements for director and board conduct;

*the evolving roles of state and federal legislators and regulators, and of institutional investors, shareholder activists, proxy advisory services, and board committees;

*qualifications, election, and independence of directors;

*compensation, exculpation, and indemnification of-- and insurance for-- executives;

*directors’ treatment of shareholder proposals;

*corporate social responsibility, and the role of stakeholders’ interests;

*emerging issues of directors’ duties of care, loyalty, and good faith;

*appropriate responses of directors to emergencies and takeover attempts;

*transparency of management, and restrictions on executives’ behavior and privacy;

*professional responsibilities of in-house and outside corporate counsel;

*international comparative corporate governance;

*empirical assessments of the success of governance mechanisms;

*applications of corporate governance principles to academic, religious, and other nonprofit institutions, to law firms, to “virtual corporations,” and to LLCs; and

*the implications of the recent financial crisis for corporate governance.

***This year the class will devote special attention to: (1) the emerging phenomenon, forms, and operations of “social enterprises,” which combine profit-seeking structures and methods with the pursuit of social justice; and (2) the practical implications-- for directors, officers, and their counsel—of new, and newly-popularized, research in behavioral economics; cognitive pitfalls; and decision-making under conditions of uncertainty, ambiguity, and stress.

Prerequisite: Business Associations. (Students who have taken Advanced Corporate Law with Professor Siegel may also take this course.)

Textbooks and Other Materials

The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.

Walter A. Effross, Corporate Governance: Principles and Practices (Aspen 2010)

Daniel Kahneman, Thinking, Fast and Slow (Farar, Straus & Giroux 2011)

** Because the University Bookstore has not always reliably obtained appropriate/enough/any copies of the required books on time, you should consider other (including online) means of acquiring this book.

The $25 fee for the initial set of supplementary handouts, which will first be available from the Course Packet Distribution Center (window outside Room 465) during the week of January 2, covers the cost of all of the course?s handouts (the remainder of which will be distributed in class during the semester).

First Class Readings

For our first class session (Tuesday, January 10), please read the Course Memorandum and Handout 1, and skim the "Becoming Note-Worthy" and "Off the Beaten Path" documents, in the initial set of supplementary material available from Room 465.