S. Corporate Governance and the Public Corporation

Course Information

Course Number
Curriculum Level
Areas of Study
Corporate Law and Transactions
Additional Attributes
Tutorial Seminar

Section 001 Information


Zohar Goshen Zohar Goshen Jerome L. Greene Professor of Transactional Law

Section Description

This offering meets 2 hours per week, but is worth 3 points of credit. The additional point of credit reflects the instructor's certification that the course assignments require student engagement and responsibilities beyond that found in a two hour lecture course.

Public corporations separate ownership and control with varying degrees among different ownership structures (dispersed ownership, concentrated ownership, and dual class). Such a separation presents a regulatory challenge as to how to mitigate agency problems of the controlling party while preserving the freedom to pursue business activities. This challenge is centered on the design of corporate governance. Using economic theory and empirical studies, this seminar will explore different aspects of corporate governance and the effect they have on the efficient performance of the public corporation. The list of topics for the final paper is not exhaustive and students will be encouraged to explore wider range of topics.

Seminar Requirement:
Students are required to do the reading in the syllabus for every class and participate in all class discussions. Additionally:
1) Students will be required to submit a 1000 word memorandum providing critical analysis of some of the assigned readings (not a summary). Each student will be assigned 3 specific articles at the start of the seminar (each for a different week) and each memorandum should be emailed to the professor by 8:00 pm the night before the day of the relevant session.
2) Each student will be assigned, or select, a topic on which a 4000 word final paper will be written and presented in class. For each such paper another student will be assigned as a commentator (with a 1000 words memorandum). The papers will be due at the sixth week of the seminar and will be presented in one of the following sessions.

Grades: The grade will reflect class participation, quality of memoranda and final paper, presentations, and comments.

School Year & Semester
Spring 2022
WJWH 416
Class meets on
  • Thursday
4:20 pm - 6:20 pm
Method of Evaluation
J.D Writing Credit?
Minor (automatic)
Major (only upon consultation)
LLM Writing Project
Upon consultation

Learning Outcomes

  • Students will understand Corporate Governance.
  • At the end of the course, students will have acquired understanding of and/or facility in use of other disciplines in the analysis of legal problems and institutions, e.g., philosophy; economics,other social sciences; and cultural studies

Course Limitations

Instructor Pre-requisites
Corporate Law
Instructor Co-Requisites
Recommended Courses
Other Limitations
This seminar is NOT open to students who took or take Advanced Corporate Law with Prof. Goshen. LLMs: only two of the three course credits will count toward the 24 credit minimum for the NY Bar.