Business Ethics and Corporate Governance

Catalog description

Legal aspects of managing for-profit corporations including (i) corporate governance, (ii) ethical decision-making, and (iii) public policy and legislation regarding business decisions. BUS 515 -Business Ethics, Governance, and Law;covers a wide range of important topics regarding how firms are governed. The first part of the course grounds students in the inner workings of corporate boards of directors (BODs). Topics in this section include: - The need for governance and BODs; - The types of people that sit on publicly traded BODs; - The role of committees within BODs; - The voting process in corporations; - The types of decisions that BODs are involved in; and - The role of shareholders and activist investors. The course then delves into the setting and execution of ethics policy within firms, often either initiated or approved by the BOD. Students read a number of "Codes of Conduct" from firms that they are familiar with (i.e. Dell, Apple, etc) and then perform research that allows them to see if the firms match their actions with their words. Analysis is done through measuring the negative externalities that flow from certain decisions. Specific topics in the ethics section include: - The larger purpose of corporations in society; - Corporate political activity; - Decision-making and anti-trust violations; and - Bankruptcy filing and a BOD's ethical and fiduciary duty to shareholders. Finally, the course considers general business law that managers must be cognizant of during the decision -making process. Topics include: - Federalism in the U.S.: The difference between state and federal law; - Incorporation and Bylaws; - Criminal vs. Civil Law; and - Consumers and the Law.