DDRO 25A04 - Contemporary Issues in Corporate Law & Governance

This course introduces students to current issues relating to decision-making within corporations, increasingly dominant actors in global affairs. The course will include an exploration of the basic corporate governance structure provided by corporate law, with a focus primarily on US (Delaware) corporate law. The course also examines the effects on corporate governance dynamics of various real-world factors. The course begins with an introduction to the various sources of US corporate law, including discussion of the question “what is a corporation” as distinct from other forms of business organization.

Following this introductory discussion, Part II of the course includes a deeper exploration of the corporate governance structure: the rights of shareholders and the respective powers and duties of boards of directors and of officers. The discussion focuses on the relationships, both formal and informal, between these three primary actors in corporate governance. Using this understanding of corporate law and governance, the course then focuses on recent debates concerning corporate “personhood,” including whether corporations should be subject to criminal liability and prosecution and whether corporations should be required to operate in a socially responsible manner.

There are no prerequisites for enrollment, but students may find that familiarity with or curiosity about law or business concepts enhances their understanding and enjoyment of the course. To begin to familiarize themselves with the topic, students may wish, but are not required, to read the first chapter of the book Corporations in 100 Pages (2020) available on SSRN (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3655213).

The course consists of 12 sessions, each of which will include lecture, plenary discussion, and small group sequences. Some independent preparation work must be completed each week.

Completion of reading assignments and participation in weekly class discussion are essential. Accordingly, a small, but meaningful portion of each student’s grade will be based on the extent to which class participation and weekly engagement demonstrate a thoughtful review of the pre-assigned materials. The remaining portion of each student’s grade will be based on two short individual engagement assignments spread over the semester, one longer individual research assignment and one group research presentation.