Professors Faith Stevelman Kahn and Lawrence Lederman
Provides a forum for a more in-depth analysis and elaboration of basic corporate governance topics than is possible in the introductory Corporations course. Course readings are organized around the evolving case law of fiduciary duties and the institution of the corporate board of directors, but also addresses a broad range of corporate financial transactions and the corporate actors involved in them (senior executive officers, individual and institutional shareholders, financial, accounting and legal advisers to the firm). Special attention is devoted to recent Delaware decisions affecting the duty of oversight, the limits of the business judgement rule (especially in relation to the evolving concept of good/bad faith), and the use of special committees (especially in relation to conflict of interest transactions and the problem of excess executive compensation). We also discuss the heightened presence of federal laws and regulations in the regulation of corporate internal affairs.