529 Corporate Governance

Corporate governance is a major policy issue in business regulation, and has increasingly become headline news in recent political debates. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. To that end, the course may host guest speakers with various backgrounds that have unique experience in corporate governance matters. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Are CEOs paid too much, and should their compensation be regulated? Do anti-takeover devices entrench managers or promote long-term strategic growth? Does state competition for corporate charters lead to a race to the top or the bottom? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. As part of the course, students will acquire the skills to review empirical studies, and evaluate the implications of these studies for legal policy and corporate practice. Business Associations is a prerequisite for this class (except for LLM students who are taking Business Associations in the same semester).

Enrollment Pre-/Co- Requisite Information

Law 210 Business Associations is a pre-requisite. It may be taken concurrently with instructor permission.

Course Areas of Practice
Evaluation Methods
  • Reflective Writing
  • Group project(s)
  • Class participation
Degree Requirements
Course Type
  • Seminar
Learning Outcomes
  • Knowledge and understanding of substantive and procedural law

Sample Syllabi

Spring 2022

2022
Course Number Course Credits Evaluation Method Instructor

529.01 3
  • Reflective Writing
  • Group project(s)
  • Class participation
Ofer Eldar

Corporate governance is a major policy issue in business regulation, and has increasingly become headline news in recent political debates. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. To that end, the course may host guest speakers with various backgrounds that have unique experience in corporate governance matters. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Are CEOs paid too much, and should their compensation be regulated? Do anti-takeover devices entrench managers or promote long-term strategic growth? Does state competition for corporate charters lead to a race to the top or the bottom? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. As part of the course, students will acquire the skills to review empirical studies, and evaluate the implications of these studies for legal policy and corporate practice. Business Associations is a prerequisite for this class (except for LLM students who are taking Business Associations in the same semester).

Pre/Co-requisites

Law 210 Business Associations is a pre-requisite. It may be taken concurrently with instructor permission.

Spring 2021

2021
Course Number Course Credits Evaluation Method Instructor

529.01 3
  • Reflective Writing
  • Group project(s)
  • Class participation
Ofer Eldar

Corporate governance is a major policy issue in business regulation, and has increasingly become headline news in recent political debates. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. To that end, the course may host guest speakers with various backgrounds that have unique experience in corporate governance matters. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Are CEOs paid too much, and should their compensation be regulated? Do anti-takeover devices entrench managers or promote long-term strategic growth? Does state competition for corporate charters lead to a race to the top or the bottom? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. As part of the course, students will acquire the skills to review empirical studies, and evaluate the implications of these studies for legal policy and corporate practice. Business Associations is a prerequisite for this class (except for LLM students who are taking Business Associations in the same semester).

Syllabus: 529.01.Spring2021-syllabus.pdf604.54 KB

Pre/Co-requisites

Law 210 Business Associations is a pre-requisite. It may be taken concurrently with instructor permission.

Spring 2020

2020
Course Number Course Credits Evaluation Method Instructor

529.01 3
  • Reflective Writing
  • Research paper, 25+ pages
Ofer Eldar

Corporate governance is a major policy issue in business regulation, and has increasingly become headline news in recent political debates. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. To that end, the course will host guest speakers with various backgrounds that have unique experience in corporate governance matters. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Are CEOs paid too much, and should their compensation be regulated? How can for-profit firms be designed to pursue social missions and avoid green-washing? Do anti-takeover devices entrench managers or promote long-term strategic growth? Does state competition for corporate charters lead to a race to the top or the bottom? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. As part of the course, students will acquire the skills to review empirical studies, and evaluate the implications of these studies for legal policy and corporate practice. To fulfill the requirements for this course, students will have the option to write short reaction papers or the opportunity to work on a substantial research paper (subject to the approval of the instructor).

Pre/Co-requisites

Law 210 Business Associations is a pre-requisite. It may be taken concurrently with instructor permission.

Spring 2019

2019
Course Number Course Credits Evaluation Method Instructor

529.01 3
  • Reflective Writing
  • Research paper, 25+ pages
Ofer Eldar

Corporate governance is increasingly a major policy issue in business regulation and a key element in business strategy and corporate litigation. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Do anti-takeover devices entrench managers or promote long-term strategic growth? Are CEOs paid too much, and should their compensation be regulated? Does state competition for corporate charters lead to a race to the top or the bottom? How can for-profit firms be designed to pursue social missions and avoid green-washing? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. A main goal of the course is to enable students to review empirical studies that use various quantitative methodologies, and to evaluate the implications of these studies for legal policy and corporate practice. To fulfill the requirements for this course, students will have the option to write short reaction papers or the opportunity to work on a substantial research paper (subject to the approval of the instructor).

Pre/Co-requisites

Law 210 Business Associations is a pre-requisite. It may be taken concurrently with instructor permission.

Spring 2018

2018
Course Number Course Credits Evaluation Method Instructor

529.01 3
  • Research paper, 25+ pages
  • Reflective Writing
Ofer Eldar

With the spate of corporate scandals in recent years undermining investor confidence in public corporations, corporate governance is increasingly a major policy issue in business regulation and a key element in business strategy and corporate litigation. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Do anti-takeover devices entrench managers or promote long-term strategic growth? Are CEOs paid too much, and should their compensation be regulated? Does state competition for corporate charters lead to a race to the top or the bottom? How can for-profit firms be designed pursue social missions and avoid green-washing? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. To fulfill the requirements for this course, students will have the option to write short reaction papers or the opportunity to work on a substantial research paper.

Pre/Co-requisites
None

Spring 2017

2017
Course Number Course Credits Evaluation Method Instructor

529.01 3
  • Reflective Writing
  • Research paper, 25+ pages
Ofer Eldar

With the spate of corporate scandals in recent years undermining investor confidence in public corporations, corporate governance is increasingly a major policy issue in business regulation and a key element in business strategy and corporate litigation. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Do anti-takeover devices entrench managers or promote long-term strategic growth? Are CEOs paid too much, and should their compensation be regulated? Does state competition for corporate charters lead to a race to the top or the bottom? How can for-profit firms be designed pursue social missions and avoid green-washing? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. To fulfill the requirements for this course, students will have the option to write short reaction papers or the opportunity to work on a substantial research paper.

Pre/Co-requisites
None

*Please note that this information is for planning purposes only, and should not be relied upon for the schedule for a given semester. Faculty leaves and sabbaticals, as well as other curriculum considerations, will sometimes affect when a course may be offered.