S. Corporate Governance

Corporate governance is one of the most compelling and challenging subjects in law, business and society. Governance is a multi-faceted topic that has come to the forefront with the ever-growing power and scope; it critically affects both modern business corporations and the Institutional shareholders who are the dominant owners of public companies. The imperfections of many companies' corporate governance have been demonstrated by a distressingly long list of spectacular business and governance failures, as well as an increasing number of successful activist investor campaigns.

It is critically important for Columbia law graduates to be familiar with corporate governance dynamics. The scope of the course is broad, and its intent is to integrate legal and business realities and develop interdisciplinary skills around key corporate governance issues. These issues will include board and management decisions involving executive leadership, corporate finance and capital allocation, mergers and acquisitions, diversity, and environmental, social and governance policies, management succession and executive compensation, as well as the increasingly important role of investment stewardship teams at leading institutional investors and proxy advisors in determining shareholder votes at annual and special meetings.

The course materials will include judicial decisions, academic articles, corporate case studies and other readings. We are both practitioners working in the governance arena. We have lined up some terrific guests, including activist investors, a governance specialist from a leading institutional investor, and prominent investment bankers and governance and M&A lawyers who were primary advisors on several storied transactions of the past decade.

This class is a seminar format. Grades will be based on class room participation and discussion leadership, as well as a significant individual term paper. The paper will fulfill the minor writing credit requirement. There will not be a final exam.