This seminar explores major topics in corporate governance and regulation in the U.S., Western Europe and (at least selectively) Asia. It is organized around five or six clusters of issues, ranging from the governance problems of family-held and widely-held firms to management compensation, corporate social responsibility, and sanctions for foreign corrupt practices. It addresses a case study for each of these clusters. In addition, the instructors will seek a prominent business actor to address each cluster of issues. Past business participants have included the CEO of Novartis and the Chairman of ABB (in 2005) and the Chairmen of Swiss Re and Credit Suisse as well as the General Counsels of Royal Dutch Shell, Societe Generale, and the New York Stock Exchange (in 2009). Most outside speakers participate in seminar meetings electronically and are available to answer real-time questions. Beyond case study materials, the seminar readings review the law and legal institutions relevant to the issue clusters as well as selected readings from the corporate finance literature. There is no exam or required paper. Instead, seminar participants submit a memo on the weekly readings a day prior to each seminar meeting. The memos are published on the seminar website and available to all participants to review. In total, participants must submit nine 3-4 page reaction memos.
Prerequisite: Corporations, which may be taken in parallel with this seminar.