Corporate Governance & Control Seminar

3 units

This seminar provides an introduction to the foundational policy debates in corporate law and corporate governance, as well as some of the fundamental economic concepts that inform those debates. It will consider principal issues in the creation of appropriate governance and control systems for large publicly held corporations as well as questions of corporate structure, shareholder voting rights, duties of directors, derivative suits, and indemnification and transfers of control viewed from the perspective of Delaware's statutory and common law as well as other perspectives. We will explore these issues in depth and make them concrete with discussions of real world events and applications, including through guest speakers. Students will be required to write several reaction papers synthesizing, analyzing, and critiquing the week's readings. The instructor will provide feedback on the reaction papers during the semester so that students have the opportunity to improve their writing on successive papers. Students will also take turns presenting course material. Grades will be based on papers, class participation, and presentations.