Course Corporate Governance - Law 698K
Instructor Robert Mundheim
Email RMundheim@Shearman.com
Coteachers:
Units 2 (Graded)
Prerequisites:  
Recommended Courses:  
Overview

This seminar explores some of the major corporate governance issues confronting public corporations in the United States today. The seminar examines various techniques used to assure that corporate management properly serves the goals of the corporation and its shareholders. It examines in depth the definition of corporate objectives, the role of the board of directors and board committees, the role of shareholders, and the role of lawyers in the governance process.

The seminar will consist of two 90-minute seminar sessions per week for 6 weeks, at each of which a number of hypotheticals will be explored. There will also be a series of conversations with guests from law or business practice (at noon on four to five Mondays from March 3 - April 14) which students will be expected to attend and participate along with faculty and other students from the Law School and the Eller School of Management.


Tentative Schedule – Spring 2014

Week 1 – Objectives of the Corporation and Board Composition

Week 2 - Liabilities and Protections for Directors

Week 3 – Role of the Board in Risk Management/Role of the Lawyer in Corporate Governance

Week 4 – Executive Compensation

Week 5 – Role of the Shareholder/Constituency Directors

Week 6 – Audit Committee/Mergers and Acquisitions

 
Materials

Will be provided.

 
Course Format  
Written Assignments

Short memoranda relating to the hypotheticals

 
Type of Exam  
Basis for grading

Evaluation of memoranda, class participation, posible end of class exam

 
Additional Comments

The desirability for a written end of class exmaination will be discussed in an early session of the seminar

 
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