Details

This course addresses some hot topics in corporate governance, with a focus on publicly traded corporations. After introductory material on the structure of the corporation and the fiduciary duties of directors, the topics covered this term include: shareholder and director involvement in setting executive compensation, including shareholder say on pay votes; measures taken by boards and management to defend aggressive acts by shareholders and to entrench themselves in office; conflicts of interest in corporate transactions; the role of independent directors; forum selection by-laws for shareholder litigation; and the SEC whistleblower rules and their impact on corporate internal compliance programs. A full and open discussion among all students and the instructor is a fundamental feature of this course.