Courses

    Recent financial scandals such as those at Enron and WorldCom and in the mutual fund industry – and the subsequent rash of civil litigation and criminal prosecutions – have focused public attention on the “problem” of corporate governance. Why were the conventional forces designed to check the agency problems that naturally arise in the public corporation insufficient? And what, if any, reforms are appropriate in response? This seminar will consider a broad range of governance issues under both state and federal law – the empowerment of independent directors and institutional investors, increased responsibilities of “gatekeepers” such as accountants, bankers and lawyers, litigation reform, and the public-regarding responsibilities of corporate decision-makers. An effort will be made not only to examine developments in the law, but develop a critical capacity using theoretical and empirical insights about corporate behavior derived from economics, psychology and organizational theory.

A paper is required, which may be used to satisfy the upperclass writing requirement. Students will make short presentations to the seminar describing their research project and eliciting constructive feedback from the group.