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Corporate Governance
Class Term:
Fall Term 2015-2016
Catalog Number:
5296
Class Number:
14125
Class Schedule:
Thursday
2:00 pm
3:50 pm
Room:
LAW G18
Professor
Lecture
Credits:
2 (2 Contact, 0 Field)
Priority:
Limited Enrollment - 3rd Year Priority
Full Year Course:
No
Category:
Standard Courses
Additional Information
The course materials will include a package of cases, articles and excerpts from the ALI Principles of Corporate Governance (compiled by the Instructor).
This course will be meeting on a compressed schedule. Class will be held two times per week beginning with the week of August 24. There will be no class on September 9. The last regularly scheduled class session will take place on October 22. There will be no regularly scheduled class session on October 21, but that date may be used for a make-up class (if that proves necessary). The exam will take place in class on October 29.
Grading Details
Grades will be based upon student performance on written presentation in an assigned ancillary topic (25%) and a final exam (75%).
Description
This course will examine the internal structures, processes and standards of behavior that are required by law in the governance of corporate organizations, utilizing a series of hypothetical problems. Particular attention will be given to: (i) the corporate director’s fiduciary duties of loyalty and care in exercising the oversight and decision-making functions of the Board of Directors; and (ii) the shareholders' ability to enforce those duties. The attributes of the "disinterested" and “independent” corporate fiduciary will also be considered, along with some features of the Sarbanes-Oxley Act of July 2002.