LAW 7154

Corporate Governance in Practice: Advising the Board of Directors

Course Description

Course information provided by the Courses of Study 2015-2016.

This course will approach corporate governance and fiduciary duty concepts from the point of view of the lawyer advising the board of directors as it seeks to resolve issues typically faced by corporate decisionmakers. These include potential change of control and affiliate transactions, equity issuances, borrowings and investments, liquidity and insolvency matters, activist shareholders, governmental investigations, disclosure issues, shareholder derivative litigation, as well as the manner in which boards discharge their obligations to manage risk, set executive compensation and establish long-term plans for business strategy and management succession. In connection with each of these decisions, the class will consider: (a) the statutes, regulations caselaw and other factors that are (or are not) at play in the board's decisionmaking process; (b) the legal and practical pressures on boards and management from various sources; (c) the practical impact of the legal and economic theoretical underpinnings of governance and (d) the effect of recently adopted and proposed changes in the legal and regulatory landscape. In the course of these discussions, the class will consider the role lawyers can play in helping directors and officers understand their responsibilities and risks and in otherwise facilitating corporate decisionmaking.

When Offered Fall.

Prerequisites/Corequisites Students should have completed a basic corporations course. Courses on securities, transactional law and related topics would be helpful but are not prerequisites.

Satisfies Requirement Satisfies the writing requirement.

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