Curriculum Guide · Courses

Professors Dinh and T. O'Neil

J.D. Seminar 113 | 3 credit hours

This seminar provides an in-depth study of issues involved in creating and maintaining appropriate governance systems for the modern publicly held corporation, which are also increasingly being adopted by private equity firms for their portfolio companies. Topics to be explored include the development and organization of the board of directors and its interaction with senior management; auditor and director independence; Sarbanes-Oxley and related regulations; internal controls and corporate investigations; the ramifications of today’s highly regulated global marketplace; and the role of institutional shareholders and shareholder services organizations. The professors have served as general counsels and board members of various public corporations. Partly drawing from these experiences, they will engage the seminar in discussion of corporate governance topics from both theoretical and practical perspectives. Guest speakers will include policymakers, corporate executives, and market participants. Seminar participants are expected to complete a paper of publishable quality in satisfaction of the writing requirement, present their research to the seminar, and comment on the research of other participants.

Prerequisite: Corporations.

Students may not receive credit for both this seminar and Corporate Governance.