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Adv Corp Law: Corp Governce (LAW-613-001)
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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, April 29 (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 (2d ed. 2013); and Thinking, Fast and Slow, a recent 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;
- empirical assessments of the success of governance mechanisms; and
- applications of corporate governance principles to academic, religious, and other nonprofit institutions, to law firms, to “virtual corporations,” and to LLCs.
***This year the class will devote special attention to: (1) practical drafting considerations (with examples) concerning articles of incorporation, bylaws, committee charters, and other documents crucial to governance; (2) the operational implications-- for directors, officers, and their counsel—of new, and newly-popularized, research concerning behavioral economics, cognitive pitfalls, and decision-making under conditions of uncertainty, ambiguity, and/or stress; and (3) the emerging phenomena, business forms, and governance of “social enterprises,” which combine profit-seeking structures and methods with the pursuit of social goals.
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 here to determine if books are currently available for purchase online.
Publisher: Aspen Publishers, Incorporated
Thinking, Fast & Slow
Publisher: Farrar, Straus & Giroux
First Class Readings
Before our first class, please read Chapter 1 and browse the appendices of the textbook.