DDRO 25A04 - Contemporary Issues in Corporate Law & Governance

This course will introduce students to current issues relating to decision-making within corporations, increasingly important actors in global matters. The course will include an exploration of the basic corporate governance structure provided by corporate law, with a focus primarily on US corporate law, as well as the effects on corporate governance dynamics of changes to the basic capital structure of the corporation and of government shareholding. The course will begin with an introduction to US corporate law, including discussion of the question “what is a corporation” and of the sources of corporate law. Following this introductory session, Part II of the course will include an exploration of the corporate governance structure, the rights of shareholders and the powers of boards of directors and of officers. This section will also introduce students to the basic capital structure of corporations, including the differences between equity and debt, and how variations of this structure can affect corporate governance. Part II will conclude with a brief discussion of the effects of government shareholding on corporate governance. The course will, then, focus on recent debates concerning corporate “personhood,” including whether corporations should be subject to criminal liability and prosecution. Part III of the course also includes a brief exploration of Corporate Social Responsibility, which seeks to define obligations for corporate decision-makers, in particular, in the fields of human rights, labor rights and the environment. The course consists of 12 sessions, each of which will include lecture and open discussion components, as well as break-out sessions. Some independent work must also be completed each week.

Felicia HENDERSON

Séminaire

English

The course materials are entirely in English and include excerpts of selected books and academic articles as defined in the course syllabus. The assigned readings will be available on Moodle. The reading assignments for each session will include questions for reflection and will require approximately three hours of work outside of class assuming good reading ability in English.

Spring 2020-2021

Completion of reading assignments and participation in class discussion are essential. Accordingly, a portion of each student's grade will be based on the extent to which the participation in a discussion forum demonstrates a thoughtful review of the assigned reading materials. The remaining portion of each student's grade will be based on two research assignments.

The course consists of 12 two-hour sessions, each of which will include a lecture and a period for open discussion.