Corporate Governance | Professor Morris
This course focuses on the balance of power and responsibility among boards of directors, shareholders, and management in large, public US companies, with an eye towards understanding how corporations are best controlled, managed, and lead. We will discuss current laws, rules, and listing standards (such as the Dodd-Frank Act, the Sarbanes-Oxley Act, SEC regulations, NYSE rules, and state law), the extent and limits of shareholder power, how boards and committees are actually structured and how boards operate in key areas, including the election of new board members, oversight of financial and other disclosures, compensation of management, and approval of business strategies. We will evaluate proposed reforms and discuss the policies behind and effectiveness of various corporate governance measures. Many class sessions will include role-playing exercises, with students taking on the parts of directors, committee members, or counsel. Students may choose a paper or take-home exam.
Prerequisites: corporations (or permission of the instructor)
Other notes: up to 5 students may obtain writing credit by writing a more elaborate paper. Please contact the instructor for approval