S. Corporate Governance in Practice

In this course we will consider the role of publicly traded companies in the United States and are how they are effectively governed. We will explore the roles and responsibilities of the board of directors and management; discuss the priorities of the various stakeholders and communications with them; consider issues of public disclosure and risk management, domestically and globally; address aspects of ESG, including the role of companies with respect to issues of social policy; and address other aspects of corporate governance that are of concern to regulators and shareholders. We will discuss effective governance from a legal and a practical perspective, considering how a company meets its requirements in practice, and viewing those requirements through the lens of a general counsel. In addition to course materials, students will hear from select guest speakers who will share their experiences and different perspectives.

Students will be expected to read the assigned materials and engage in robust class discussions. They will also be required to submit 3 short writing assignments and make a class presentation. The writing assignments will be due two days (48 hours) before class, and students may be asked to share their ideas during class. Grades will be based on class participation (40%), the 3 short writing assignments (30%), and the team presentations (30%).