This course offers an in-depth analysis of the legal and institutional mechanisms that govern the internal organization and external accountability of corporations. With a focus on U.S. corporate law and significant comparative perspectives, the course explores the balance of power among shareholders, directors, and officers; fiduciary duties; executive compensation; shareholder activism; institutional investors; and regulatory frameworks.
Special attention is paid to corporate scandals, governance reforms, board diversity, ESG (Environmental, Social, Governance) pressures, and the evolving role of corporations in society. The course examines governance across public companies, closely held corporations, and multinational enterprises, and considers how effective governance structures can prevent misconduct and create long-term corporate value.
Course Objectives:
By the end of this course, students will be able to:
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Understand the legal architecture and theory behind corporate governance.
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Analyze the roles, powers, and duties of corporate actors, including boards, officers, and shareholders.
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Evaluate mechanisms of internal control, transparency, and accountability.
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Apply fiduciary standards such as the duty of care and duty of loyalty in governance contexts.
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Critically assess executive compensation, proxy regulation, and shareholder voting systems.
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Examine the impact of external regulators, institutional investors, and ESG norms on governance.
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Propose improvements or design governance systems for various types of corporations.
