Course Description



Prerequisite: Business Organizations

The past decade witnessed waves of major corporate scandals and misunderstood financial risk, culminating in the economic “meltdown” of 2008. The upshot has been a revolution in the law of corporate governance and regarding the personal accountability of officers and directors of public companies and other large organizations. The lawyer who advises public companies or nonprofit organizations stands on the ramparts of that revolution. This seminar will seek to equip that lawyer to counsel effectively as the “architect” of structures and processes that balance principles of accountability with organizational effectiveness. We will examine the rules, agencies, institutions, and processes that seek to deter self-dealing and undue risk and to hold the society’s largest organizations and their officers accountable to their owners and public stakeholders.

Topics will include lessons drawn from the scandals; the role of institutional investors, gatekeepers, and other intermediaries in publicly held companies; the philosophical basis for the law of corporate governance; institutions and mechanisms of corporate governance; boards of directors as fiduciaries; the “market for corporate control” (mergers, acquisitions, and take-overs); the revolution in division of roles between state and federal law; the parallel revolution in rules governing directors and officers of nonprofit organizations; regulating disclosures vs. regulating conduct; executive compensation as “ground zero;” and the globalization of principles of good governance.