S. Corporate Governance and the Public Corporation

This seminar meets for two hours per week but carries three points of credit. The additional credit reflects the instructor's certification that course assignments require student engagement and responsibilities beyond those expected in a standard two-hour lecture course. LLMs: please note that only two of the three course credits will count toward the 24 credit minimum for the NY Bar.

Course Description:
Public corporations separate ownership and control to varying degrees across different ownership structures--dispersed ownership, concentrated ownership, and dual-class structures. This separation creates a central regulatory challenge: how to mitigate the agency problems of controlling parties while preserving their freedom to pursue business initiatives. At the heart of this challenge lies the design of corporate governance. Drawing on economic theory and empirical research, this seminar will explore key dimensions of corporate governance and their implications for the efficient performance of public corporations.
The list of topics for the final paper is not exhaustive, and students are encouraged to pursue related subjects of particular interest.

Seminar Requirements:
Class Participation: Students are expected to complete the assigned readings before each class and to contribute actively to class discussions.

Written Memoranda:
Each student will submit three 1,000-word memoranda over the semester, offering critical analyses (not summaries) of the assigned readings. Each memorandum will address one of three specific articles assigned to the student at the start of the course and must be submitted by 8:00 p.m. the evening before the relevant session.

Final Paper and Presentation:
Each student will select (or be assigned) a topic for a 4,000-word final paper, which will be presented in class. Students will meet individually with the professor for guidance throughout the writing process. For each paper, another student will serve as commentator and submit a 1,000-word response memorandum.
Final papers are due at the end of the sixth week and will be presented in the following sessions.

Grades:
Final grades will be based on class participation, the quality of memoranda and final paper, oral presentations, and commentator responses.