Corporate Governance: Current Trends


This course will cover key aspects of and issues in the field of corporate governance. While basic concepts and principles of corporate governance will be addressed, including the relevant legal framework and the roles of different players and constituencies such as Boards of Directors, management and shareholders, the emphasis will be on current trends and developments in this important and rapidly evolving area. The course will include lectures and in-class discussion of assigned readings, as well as simulations and role-playing exercises intended to present students with "real-world" situations faced by practitioners in the corporate governance field. Homework assignments will focus substantially on recent experiences of U.S. public corporations. Readings will include current articles, whitepapers, issuer, investor and proxy advisor policies, representative SEC filings and website postings. We will also study relevant statutes, SEC rules, case law and commentaries. Drafting assignments will include sample client memos, website and proxy disclosure, press releases, position statements and written presentations to Boards of Directors. There may also be some reaction papers. Certain of the assignments will require online research about a publicly held U.S. corporation that you will select (from a list of companies provided) at the beginning of the term. Some of the assignments will be done in teams. For some of the classes, we will have governance experts representing multiple constituencies as guest instructors. The course grade will be based on research and drafting assignments, contributions to in-class activities and thoughtful participation in class discussions. CLASS SIZE: Limited to 12 students. PREREQUISITE: Corporations. NOTES: This class satisfies the Professional Skills requirement. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment.
Fall 2017: LAW JD 808 , Sep 5th to Dec 5th 2017
A1Susan Permut3Tue2:10 pm - 4:10 pm