529 Corporate Governance

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.

Enrollment Prerequisite

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

Course Areas of Practice
Course Type
Seminar
Learning Outcomes
Knowledge and understanding of substantive and procedural law
2018
Spring 2018
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

529.01 3
  • Final research paper (25+ pages in length)
  • Reflection Papers
Ofer Eldar W 4:00-6:45 PM 4055

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
Enrollment Restrictions
None
2017
Spring 2017
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

529.01 3
  • Reflection Papers
  • Final research paper (25+ pages in length)
Ofer Eldar Tu 3:45-6:30 PM 4055

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.

Syllabus: File 529.01.Spring2017-syllabus.docx

Pre/Co-requisites
None
Enrollment Restrictions
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.