Corporate Governance and Practice Seminar

Catalog description

The seminar on corporate governance meets in the Autumn and Spring quarters and forms the core of the LL.M. Program in Corporate Governance & Practice. The course, designed to be taken in conjunction with Corporations in Autumn, takes an economic approach to the analysis of corporate law. In particular, we ask why American corporate law has its particular structure. We will seek to understand how the separation of ownership and control produces agency costs, and the ways in which corporate law seeks to remedy these costs through techniques like disclosure, fiduciary duties, shareholder litigation, voting, and hostile takeovers. We will read and discuss ongoing debates among scholars and practitioners about the agency cost framework, the merits and limits of current legal policies, and the role of institutional arrangements like activist shareholders. We will also consider the relevance of these disputes, and the effectiveness of corporate law and governance more generally, in the context of a variety of real-life incidents. No knowledge of economics is presupposed, so the course will also introduce basic economic and financial concepts necessary to understand these concepts. Some course sessions will feature outside speakers, who will complement the discussions with real-world examples drawn from practice. Attendance and active participation are important to the success of the seminar and an important factor in the overall grade. Students are expected to have carefully read and reviewed assigned materials in advance of each session. Students will be required to submit short reflection papers that evaluate, critique, and discuss some or all of the assigned readings. Students will also be asked to prepare presentations and case studies. The class will be graded H/P/R/F in Autumn Quarter and Spring Quarter. This course is required for and limited to students in the…