Curriculum Guide · Courses

Professors Herlihy and Smilan

LL.M Course 829 (cross-listed) | 2 credit hours

As the business climate has grown increasingly turbulent, corporate governance has emerged as a key challenge for public corporations. Management and Boards of Directors face a complex web of legal requirements arising from federal and state law. They must deal with numerous actors, ranging from regulators (armed with new powers), to accountants (invigorated by a new regulatory oversight structure) to institutional shareholders (with strong views and an increasing willingness, thanks in large part to recent shareholder access reforms, to speak up and seek to hold management and boards more accountable). And above all, management and directors must strive to get it right -- the stakes in this area are high and the risk of substantial civil and criminal liability is real. This course is designed to provide a comprehensive overview of the legal issues in corporate governance. We will focus on regulatory initiatives (such as the Dodd-Frank Act, the Sarbanes-Oxley Act and recent proxy access regulations), corporate governance crises and emerging best practices.

Prerequisite: Corporations; Prior or concurrent enrollment in Securities Regulations.