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Professional/Experiential Skills Courses First Year Courses Only

Adv Corp Law: Corp Governce (LAW-613-002)
Effross

Notices

Description

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

The course will analyze the practical advantages and disadvantages of proposals that have been advanced by shareholder advocates, in the context of addressing such topics as:

- harmonizing the growing number of relevant decisions, statutes, guidelines, “best practices,” and stock exchange requirements for director and board conduct;
- the evolving roles of regulators, institutional investors, shareholder activists, hedge funds, proxy advisory services, and board committees;
- election, qualifications, and independence of directors;
- compensation, exculpation, and indemnification of-- and insurance for-- directors and officers;
- directors’ treatment of shareholder proposals;
- corporate social responsibility (particularly with regard to labor, environmental, and political concerns);
- emerging issues of directors’ duties of care, loyalty, and good faith;
- appropriate responses of directors to emergencies and takeover attempts;
- transparency of corporate management, and restrictions on the personal behavior and privacy of directors and officers;
- professional responsibilities of in-house and outside corporate counsel, as well as of lawyers serving as corporate directors;
- international comparative corporate governance; - applications of corporate governance principles to academic, religious, and other nonprofit institutions, and to law firms; and
- the implications of the current subprime mortgage crisis for corporate governance.

Readings will include: selected caselaw; statutory and regulatory provisions; and material from recent law reviews, newspapers, magazines, and Web sites, as well as selections from the instructor’s near-final draft of a casebook on corporate governance.

** There is no examination for this course. Instead, each student will give a presentation to the class on her “work-in-progress” version of-- and submit a final version of, by Tuesday, May 5 (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.

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.

There are no assigned textbooks for this course. Reading materials will be distributed in class sessions throughout the semester, except for the first handout, which will be available from the Course Packet Distribution Center (Office 465) for a one-time fee that will cover all materials for the course.

First Class Readings

Before our first class (on Tuesday, January 13), please read the two handouts, Course Memorandum and Chapter 1, which are available from the Course Packet Distribution Center (window outside Room 465) and which we will review during class.

Please note that the $25 fee for these handouts covers the cost of all of the semester’s handouts (the remainder of which will be distributed in class during the course of the semester).