Corporate governance has time and again been the subject of extensive scrutiny. This course will focus on the U.S. approach to corporate governance, control, and accountability. It will introduce students to the legal rules and principles, as well as some of the economic factors, that affect the conduct of productive enterprise in the United States. A principal focus will be on large, publicly-traded corporations that dominate much of the U.S. business environment – in particular, its control and the potentially conflicting interests that the corporate form must mediate. Topics to be covered include basic fiduciary obligations, shareholder voting rights, the impact of capital structure on corporate governance, and corporate control transactions.
-Ability to understand basic principles of corporate governance, including various forms of control.
-Ability to analyze and apply legal principles to different factual circumstances.
-Ability to evaluate legal documents that affect corporate governance.
The final grade is based on class-participation (10%) and a written final exam (90%).