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 may include: actions taken by "activist" investors (such as private investment funds) vis-à-vis the companies in which they invest; 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; director responsibility when selling a company; conflicts of interest in corporate transactions; the role of independent directors; corporate by-laws that affect litigation involving the corporation; 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. All students are expected to participate in each class session. In addition, each student will, individually or as part of a small team, be responsible for leading the discussion in one class session (in addition to presenting his or her paper topic). Registration Requirements There are no prerequisites for this course. A prior course in Business Associations or Corporations may be helpful but it is not required, as the necessary foundational readings in basic corporate law are included in the initial assignments (and students are strongly encouraged to ask questions about any legal principles or business concepts with which they are not familiar). The course covers some topics under the federal securities laws. Here, too, the necessary background materials are included in the casebook or other assigned readings. Teaching Method Independent study: A two- or three-draft paper is required. The three-draft paper will satisfy the corresponding writing requirement. For those students who may receive multiple draft credit for a two-draft paper, the two-draft paper will satisfy that writing requirement. Students who are not taking the course in order to satisfy the writing requirement must write at least a two-draft paper. Group work: Two students may form a team to write a three-draft paper Class participation: a substantial proportion of the grade will be based on class participation; each student will briefly present on his/her paper topic Research project: A two- or three-draft paper is required. Writing assignments: A two- or three-draft paper is required. Presentations: Each student will briefly present on his/her paper topic Discussion Evaluation Method Paper, final: two- or three-draft paper Attendance: Mandatory Class participation Other (see below): The last two or three weeks of class will be devoted to student presentations of their papers, though the deadline for the papers themselves is one week after the last day of the exam period. Each student will be required to write a paper of at least two drafts. Teams of two students may be formed for a three-draft paper (not for a two-draft paper). Class Materials (Required) CORPORATE GOVERNANCE CASES AND MATERIALS, J. Robert Brown & Lisa L. Casey (Lexis/Nexis 2012) (available in both hardbound and looseleaf format). ISBN-13: 978-1422426814 or 978-1422472873. All other material identified in the syllabus is required unless designated "optional" Some materials are posted on Blackboard. For other materials a URL or a Westlaw citation is provided. Class Materials (Suggested) Some optional material will be listed on the syllabus by URL or Westlaw citation.
Catalog Number: BUSCOM 609H