The University of Texas at Austin   School of Law

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Fall 2013 - Corporate Governance

Cunningham, William H

Unique # 29120 Credit Hours: 3 Course ID: 354D
DayTimeLocation
TH3:30 - 6:30 pmGSB 3.104
No exam information is available for this class.
Registration Information
This course is restricted to upper division students only.

Description
The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve.  We will do this by examining a wide variety of issues that Directors must deal with on a regular basis.  These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future.  Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters.  We will examine as many of these topics as time permits.

The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures.  We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics.

The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations.  While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities.

This course will have three distinct instructional formats.  Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations.  He will also focus on the different roles the Boards play in both large and small organizations.

The second format of the class will use Harvard cases to illustrate several major real world issues related to corporate governance.

The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues.  The guests will be encouraged to provide ample opportunity for questions during their presentations.  The individuals that will be invited to class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

Related Course Areas
Textbooks
Corporate Directors Guidebook - Corporate Laws Committee
  American Bar Association, edition: 6th, 2011
    (required)