Corp Governance & PR SeminarSLN #: 21461
Course Prefix: LAW-691
Course Section: 012
Credit Hours: 2
For-profit, business corporations are organized to make money. By maximizing profits businesses achieve their highest social utility -- they provide goods or services to consumers; profits to shareholders; jobs and wages to employees; and tax revenue to the state. How does good corporate governance promote the goals of a good corporate citizen? What is good corporate governance? Who is entitled or required to make the decisions necessary for a business corporation to function? What legal and ethical constraints do we as a society impose on corporate decision-makers in the exercise of their responsibilities? Are these constraints working? Is it appropriate to impose civil or criminal liability on a publicly-traded corporation, which can act only through its agents and directors, for the illegal conduct of those agents or directors? Do corporate lawyers have a duty as "gatekeepers" to the board of directors, the shareholders and the corporation itself, to insure that a proper governance structure is in place and is being followed, and that business decisions are being made in conformity with the law? What lessons should we learn about the need for good corporate governance structures from: the failure of Enron and other corporations at the start of this decade; the housing mortgage crisis; the failures of major financial services corporations; the sale of collateralized debt obligations; and the current recession?
This seminar will examine these questions through various case studies, drawn from different industries, from the past as well as today. There is no casebook required; a desk book of materials for the course will be prepared and will be available from the Copy Center.
Students will be asked to place themselves in the circumstances found by the lawyers involved in each situation, and to explain whether and how they would have reacted differently, in light of the current Model Rules of Professional Conduct, the Sarbanes-Oxley Act of 2002, and other more recent legislation and case law. At the end of each exercise there may not be one "right" answer; rather, there may be a set of choices and options, each leading to different results. The goal of the course is to illustrate the variety and complexity of dilemmas lawyers can face when advising corporate clients, and help students use the legal tools available to them to work through these problems toward satisfactory solutions.
Credit Hours: 2
Grading Option: Numeric Grade and ONE-Time Pass Option is Available, or Letter Grade Only
Written Assignment: Yes, seminar paper is required
Graduation Writing Requirement: Yes*
Flexible Writing Requirement: Yes*
Skills Requirement: No
Note: Only one of the above listed requirements can be fulfilled with this course.
Prerequisite: Business Organizations
Special Withdrawal Course: No
Limited Enrollment Number: Yes. 15
Final Exam Given: No
Mid Term or Other Exam: No
Paper or In-Class Presentation: Seminar paper required
Participation Points: Yes
Attendance Policy: Per Statement of Student Policies
Additional Attendance Policy: Attendance is required