AdvCorpLaw: Corp Governce (LAW-613-001)
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Advanced Corporate Law: Corporate Governance - Professor Effross
Spring 2016 - Tuesdays, 1:30 - 3:20 p.m. (Course 613-001)
This course addresses the most exciting, 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 directors’ and officers’ management of corporations.
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 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 reviews, newspapers, magazines, and Web sites; and the instructor’s casebook, Corporate Governance: Principles and Practices (2d ed. 2013).
Among the topics that will covered in 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 (including criminal) issues of executives’ 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; and professional responsibilities of in-house and outside corporate counsel.
***This year the class will devote special attention to: (1) practical drafting considerations (with numerous examples) concerning publicly-traded corporations’ “principles of corporate governance”; and all corporations’ articles of incorporation, bylaws, committee charters, and other documents crucial to governance; (2) the operational and ethical 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; (3) the emerging phenomena, business forms, and governance of “social enterprises,” which combine profit-seeking structures and methods with the pursuit of social goals; and (4) the role of corporate counsel in enhancing governance and transactions. We will also discuss in detail the paper-writing and publication process as a means of professional networking, portfolio-building, and career enhancement.
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.
There are two required coursebooks:Walter A. Effross, Corporate Governance: Principles and Practices (2d ed. 2013) Daniel Kahneman, Thinking, Fast and Slow (either the hardcover or the paperback edition)
First Class Readings
Before our first class (on Tuesday, January 12), please read the first chapter of Corporate Governance: Principles and Practices.