Corporate Governance Law

SLN #: 11937
Course Prefix: LAW-691
Course Section: 005
Credit Hours: 2
Instructor(s): Lynk

Course Description:
This course will focus on the responsibilities of corporate directors and officers, and of the lawyers who advise them, in managing and operating publicly traded for-profit business corporations. These issues have become increasingly important in the wake of the collapse of Enron and other corporations in 2000-2002; the enactment of the Sarbanes-Oxley Act of 2002; the recession of 2008; and the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

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. To achieve these results within the law corporate managers should adhere to good corporate governance practices. What is good corporate governance? How does good corporate governance promote the goals of a good corporate citizen? 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?

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.

Additional Information:
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.
Experiential Learning: No
Prerequisite: Business Organizations
Special Withdrawal Course: No
Limited Enrollment Number: 16
Final Exam Given: No
Mid Term Or Other Exam: No
Paper Or In-Class Presentation: In-class presentation required
Participation Points: Yes
Attendance Policy: Per Statement Of Student Policies
Additional Attendance Policy: Regular attendance is encouraged

* The law school has a policy that Is used To calculate credit hours. Please see the Statement of Student Policies.