Corporate Governance (LAW-613-001)
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This course/workshop addresses the most exciting, dynamic, and high-profile topic in business law today: the struggles of shareholders and of “stakeholders” (such as employees, customers, and trading partners; and communities containing a company’s facilities, or otherwise specially affected by its operations) to participate more fully and effectively, and in a more informed manner, in directors’ and officers’ management of corporations.
Of special concern, as the policies of such major companies as Facebook, Alphabet (Google), Apple, Amazon, and Netflix directly and indirectly influence the daily lives of millions, are the activities and effectiveness of “shareholder activists,” both those seeking to optimize a company’s financial performance and those attempting to make its operations more socially-responsive and -responsible.
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 3 (the second day of exam period)—a 7,000-word (excluding footnotes) research paper, on a relevant topic of her choice (subject to instructor approval), that satisfies WCL’s Upper Level Writing Requirement. (Students who have otherwise satisfied, or are otherwise satisfying, that requirement may still take this course.)
Class readings will include: selected caselaw; statutory and regulatory provisions; material from recent law review articles, newspapers, magazines, books, and Web sites; and excerpts from the instructor’s forthcoming casebook, Corporate Governance: Principles, Practices, and Provisions (3rd ed. 2022).
Among the topics for in-class and paper discussion:
- companies’ “ESG” (Environmental, Social, and Governance) initiatives and reporting;
- the governance of “social enterprises” such as benefit corporations and B Corps, which combine profit-seeking structures and methods with the pursuit of social goals;
- practical processes for of increasing governance transparency and accountability;
- constraints on the personal privacy and activities of directors and senior officers;
- the formulation and submission of, and directors’ treatment of, shareholder proposals;
- the qualifications, independence, diversity, inclusiveness, and election of directors;
- the evolving roles, in governance, of state and federal legislators and regulators;
- institutional investors; proxy advisors; shareholder activists; and board committees;
- emerging (including criminal) issues of executives’ duties of care, loyalty, and good faith;
- compensation, exculpation, and indemnification of-- and insurance for-- executives;
- appropriate responses of directors to corporate and societal emergencies; and
- professional responsibilities of in-house and outside corporate counsel, particularly with regard to corporate compliance, culture, and cybersecurity.
***The course will devote special attention to:(1) Practical drafting considerations (with numerous examples) concerning publicly-traded corporations’ “corporate governance guidelines”; and all corporations’ articles of incorporation, bylaws, committee charters, and other documents integral to governance; and (2) Using the paper-writing and publication (including blogging) process as a means of professional networking, portfolio-building, and career enhancement.
Prerequisite: Business Associations, or permission of the instructor.
Learning Goals: To understand goals, processes, dynamics, and relevant provisions of corporate governance, as well as related issues of professional ethics and legal drafting.
Learning Outcome: Preparation of a research paper on an issue in corporate governance, and presentation to the class of the work in progress.
Class audits are charged the same amount of tuition as classes taken for credit. However, full-time students (taking 12 or more credits for the semester) may audit this course for no additional tuition fee as they are already being charged a flat fee.
Audit students do not receive credit for the course, but it will appear on their transcript with a grade of “L” to indicate auditing.
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.
First Class Readings
Not available at this time.