Advanced Corporate Governance
SLN #: 16791Course Prefix: LAW-791
Course Section: 1002
Credit Hours: 2
Instructor(s): Gubler
Course Books: View List of Books
Course Description:
This seminar will explore various issues in corporate law, including discussions of securities fraud and the securities disclosure regime. In considering these questions, we will take a broadly economic approach to our analysis, although no prior experience in economics or finance is required or expected. We will begin by familiarizing ourselves with the agency cost framework for analyzing the corporation, whereby law is viewed primarily as a tool for reducing the agency costs that result from the corporation’s separation of ownership from control. We will then ask how well this agency cost theory does in explaining the structure of corporate law and raise the possibility that the law is not exclusively focused on minimizing agency costs but might be doing something more in addition. We will consider the jurisprudential nature of corporate law doctrine, including how we might make sense of fiduciary duty law’s tendency to develop complex doctrines while at the same time largely rejecting sanctions. With respect to insider trading law, we’ll consider how Rule 10b-5 has been interpreted in the past and how it should be going forward. Reading assignments will draw largely from law review articles, and students will be expected to submit 1-2 page response papers discussing each assignment’s readings. There will be no exam, but students will be required to complete a paper that meets the upper-level writing requirement.
Students should have already taken Business Organizations as a prerequisite for the course, although this requirement may be waived with Professor Gubler’s prior approval.
Additional Information:
Credit Hours: 2
Grading Option: Letter Grade Only
Graduation Writing Requirement: No
Flexible/Upper-Level Writing Requirement: Yes
Skills Requirement: No
Simulation Course: No
Experiential Learning: No
Seminar: No
Special Withdrawal Course: No
Final Exam Given: No
Paper Or In-Class Presentation: Paper
Attendance Policy: Per Statement Of Student Policies
Teaching Method: In Person
* The law school has a policy that is used to calculate credit hours. Please see the Statement of Student Policies.