Through the production of goods and services, innovation, employment and occasional misbehavior, publicly-held corporations in the U.S. exert an enormous impact on the lives of individuals and the economy in general. How (and how well) corporations are governed greatly influences what that
impact will be. This seminar will provide students with a deep understanding of applicable legal, regulatory and market influences on corporate governance, an appreciation for the historical development and continuing evolution of the current system of governance and insights into current “hot” issues (including
shareholder activism). We will discuss critical policy issues such as for whose benefit is a corporation to be governed and what is the proper balance of decision-making authority between owners and managers. There will be a heavy emphasis on the practical aspects of advising boards of directors as they make critical decisions about strategy, CEO succession, and mergers and acquisitions.
Corporations and/or securities law courses provide useful background, but are not prerequisites. Grades will be based upon a paper. Enrollment will be limited to 22 students. The seminar will meet in the 2015 Spring semester for eight consecutive three-hour sessions on Mondays (beginning with the first Monday in
the semester) from 5:00 to 8:00 p.m. This seminar is taught by
Thomas A. Cole of Sidley Austin LLP http://www.sidley.com/thomas-cole/