LAW 5296: Corporate Governance - 2214

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.