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Through the production of goods and services, innovation, employment and occasional misbehavior, publicly-held corporations in the U.S. exert an enormous impact on the lives of individuals and the economy in general. How (and how well) corporations are governed greatly influences what that impact will be. Since the early 1990s, there has been a significant increase in the attention given to corporate governance by investors, lawyers, academicians, politicians and the press. This seminar will provide students with a deep understanding of applicable legal, regulatory and market influences on corporate governance, an appreciation for the historical development of the current system of governance and insights into current “hot” issues and the continuing evolution of governance. We will discuss critical issues such as for whose benefit is a corporation to be governed and what is the proper balance of decision-making authority between owners and managers. There will be a heavy emphasis on the role of counsel to the enterprise as a whole and on the practical aspects of advising officers and directors, including the coordination of multi-disciplinary teams.
Corporations and securities law courses provide highly desirable background, but are not prerequisites.
Grades will be based upon: a final take-home exam (2 credits), or a final take-home exam plus a 10-12 page research paper (3 credits), or a full-length paper (3 credits). In all instances, class participation will also be taken into account.
Enrollment will be limited to 25 students; MBA students from Booth will be welcome.