Spring 2018 Course Schedule

Advanced Corporate Law: Corporate Governance (LAW-613B-001)
Walter Effross

Meets: 01:30 PM - 03:20 PM (Tu) - Warren - Room N104

Enrolled: 1 / Limit: 22

Administrator Access


Assessment: Paper,Oral Presentations,Class Participation


Advanced Corporate Law: Corporate Governance- Professor Effross (Course 613-001)

[for auditing option, see end of description]

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.

Of particular concern, as the policies of publicly-traded companies such as Facebook and Alphabet (Google) affect the personal 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 1 (the second day of exam period)—a 10,000-word 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; Daniel Kahneman’s book, Thinking, Fast and Slow; and the instructor’s casebook, Corporate Governance: Principles and Practices (2d ed. 2013).

Among the topics that will covered in class discussion (and suggested for possible papers):

! 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;

! sufficiency of corporate disclosures concerning the long-term potential of climate change to affect a company’s activities and profits;

! qualifications, election, and independence of directors;

! compensation, exculpation, and indemnification of-- and insurance for-- executives;

! the formulation and submission of, and directors’ treatment of, shareholder proposals;

! corporate social responsibility, and accommodating the interests of stakeholders;

! emerging (including criminal) issues of executives’ duties of care, loyalty, and good faith;

! appropriate responses of directors to corporate and societal emergencies, and to takeover attempts;

! transparency of management, and restrictions on executives’ behavior and privacy; and

! professional responsibilities of in-house and outside corporate counsel, particularly with regard to corporate compliance and culture.

***This year the class 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 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; 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.

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: Key Issues may also take this course.)

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.

*Auditing Option:

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.

Advanced Corporate Law: Corporate Governance

(1) Walter Effross, Corporate Governance: Principles and Practices (2d ed. 2013) (also available on reserve in the Pence Law Library)

(2) Daniel Kahneman, Thinking, Fast and Slow (2011) [either the hardcover or the paperback edition]

First Class Readings

Not available at this time.