Corp Governance & PR SeminarSLN #: 12724
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 recent recession?
This seminar will examine these questions through various case studies drawn from different industries, from the past as well as today. A desk book of materials including various articles, state and federal cases, and excerpts from recent federal legislation, will be prepared and made available from the Copy Center. A casebook is not currently required.
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. As a part of the seminar, students will be divided into teams of two persons each, and each team will make a PowerPoint presentation to the class on a corporate governance topic, chosen after consultation with Prof. Lynk, involving a particular corporation or industry. At the end of the course these presentations will be complied onto a disc and copies of the disc will be distributed to the entire class. Each student will also write a final paper.
Credit Hours: 2
Grading Option: 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: 15
Final Exam Given: No
Mid Term or Other Exam: No
Participation Points: Yes
Attendance Policy: Per Statement of Student Policies
Additional Attendance Policy: Attendance is required