Fall Term 2017-2018
2 (2 Contact, 0 Field)
Limited Enrollment - 3rd Year Priority
Full Year Course:
The course materials will include a package of cases, articles and excerpts from the ALI Principles of Corporate Governance (compiled by the Instructor).
Grades will be based upon student performance on level and quality of class discussion and practice simulation exercises (25%) and an in-class final exam (75%).
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.