Spring 2009 - Corporate Governance
Cialone, Joseph A. II
Course ID: 397S Unique # 28765 Credit Hours: 3
3:30 pm - 5:20 pm
This course is restricted to upper division students only.
This seminar will examine current issues, trends and developments related to the governance of large public corporations, focusing on the legal responsibilities of boards of directors and the inter-relationships of those boards with the corporations' other two principal constituents, the officers who run corporations on a day-to-day basis, and the shareholders who own them. Authorities applicable to legal issues addressed in this seminar include Delaware and Texas corporate statutory and case law, the federal securities laws and regulations, and selected provisions of Sarbanes-Oxley. Current civil and criminal proceedings, notable transactions and other publicly visible events will serve as vehicles for examining specific topics such as directors' fiduciary duties; Delaware's business judgment rule; protection of directors and officers from personal liability through insurance, indemnification and exculpation; executive compensation; audit committees and their increased responsibilities; shareholder proposals under SEC Rule 14a-8; and the criminalization of corporate and securities law.
Related Course Areas
This is a writing seminar, and students will be expected to write an original, major paper (approximately 25 to 40 pages, with footnotes) embodying the results of concentrated research and analysis. The paper will represent eighty (80) percent of a student's grade, with class participation representing twenty (20) percent. Students will be expected to follow current corporate governance developments reported in the business and financial media and be prepared to contribute to class discussions on identified topics.