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

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—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;

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 current financial 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 the instructor’s newly-published casebook, Corporate Governance: Principles & Practices.

** 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 4 (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.

Prerequisite: Business Associations. Enrollment in this class is limited.

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.

The only book required for this course is:

Walter Effross, Corporate Governance: Principles and Practices (Aspen 2009)

First Class Readings

Before our first class (on Tuesday, January 12), please read the two handouts—“Course Memorandum” and “Selected Portions of the Casebook”—that are now available from the Course Packet Distribution Center (window outside Room 465).

The second of these handouts consists of photocopies of the Preface, Chapter 1, and Appendices A, B, and C of our coursebook-- Walter A. Effross, Corporate Governance: Principles and Practices (Aspen- December 2009)-- for those not able to obtain the book before our first class. The book might possibly be more easily secured through online stores than through the campus bookstore.

Please note that the $20 fee for these handouts covers the cost of all of the course’s handouts (the remainder of which will be distributed in class during the semester).