S. Advising Complex Corporations

The focus of Advising Complex Corporations: An Inside Perspective is on advising companies (management and the Board) on the broad range of issues faced by public and private companies. This seminar, comprised of 14 two-hour sessions based on experiential learning, presents a 360-degree view on advising complex companies, that combines the viewpoints of both outside counsel and in-house counsel.

In the same way most general counsel deal with a broad range of issues, this seminar covers a variety of subject matter, including, for example, working with boards of directors, dealing with shareholders (big and small), compliance and ethics, the nuts and bolts of SEC disclosures, mergers and acquisitions, internal investigations, bet-the-company litigation, and navigating the corporate crisis. We will explore these areas through a mix of methods including role playing and discussions with visiting general counsel.

Our emphasis will be on the practical questions faced by in house and outside counsel: how do lawyers develop a view about a particular transaction or conduct in the face of uncertainty; how do they interact with clients in determining or communicating a view; and to what extent and how do lawyers shape their clients’ conduct. The course will consider these questions from the perspectives of both in house counsel and outside counsel. Our emphasis is on engaging students in active problem-solving. Most classes will be structured around a series of hypothetical situations and give students the opportunity to participate in activities such as responding to demands by board members and shareholders, conducting a simulated call with government regulators, interviewing a whistleblower, preparing a corrective disclosure, prepare for a meeting with DOJ, and making a presentation at a board meeting.
At the end of this course, students will have a deep understanding of the issues confronting enterprises conducting business in today’s environment. They will be able to identify and find solutions to the problems that face complex corporations.

Evaluation is by a paper and class participation.

Please note Professor Marriott will be selecting students from the waitlist.