Corporate Governance Seminar

Schedule as of 10/22/01

FINC 413-011, 080
126 MBNA America Hall
9:30 - 10:45 a.m. Tuesdays & Thursdays
Fall 2001

Professor Charles Elson
104 MBNA America Hall
302-831-6157
Office Hours: By Appointment

Required Books

MEAN BUSINESS (P), DUNLAP 
CORPORATE GOVERNANCE, MONKS, MINOW 
CHAINSAW, BYRNE
Handouts available in Morris Library Reserve Room

I. Course Formant: Part One

During the first nine weeks, we will be examining selected topics involving significant recent developments in American Corporate Governance.

The weekly class scheduled (tentative guest speakers) and corresponding assignments follow:

Topic

Date

Assignment

One

Tues., Aug. 28

Introduction to American Corporate Governance

Mean Business, Albert J. Dunlap (Available in campus bookstore)

Thurs., Aug. 30

Introduction to American Corporate Governance

Mean Business, Albert J. Dunlap (continued)

Two

Tues. Sept. 4

Corporate Governance – Stakeholders V. Stockholders. Whose Corporation is it anyhow? (Handout 1)

Thurs., Sept. 6

Guest Speakers:

Jack Jacobs, Vice Chancellor, Court of Chancery
Kim Johnson, General Counsel, Colorado Public Employees’ Retirement Association
Peter Langerman, CEO, Franklin Mutual Advisors
Frank Newman, Former CEO Eckerd
Damon SIlvers, Associate General Counsel, AFL-CIO

Three

Tues. Sept. 11

Corporate Philanthropy: Societal Boom or Shareholder Bust? (Handout 2)

Thurs. Sept. 13

The Duty of Care, Corporate Productivity and Stock Ownership: A connection or Disconnection? (Handout 3)

 

Tues. Sept. 18

Duty of Care (continued)

Thurs., Sept. 20

No Class - Research Paper Topic

Four

Tues. Sept. 25

Executive Overcompensation – A problem or a solution? (Handout 4)

Thurs. Sept 27

Guest Speakers:

Frank Balotti, Director, Richards, Layton & Finger
Dan Butler, Chairman, CSC Corporation Service Company
Hank Barnette, ‘Of Counsel,’ Skadden Arps, Slate, Meagher & Flom
, &
   Chairman Emeritus, Bethlehem Steel
John Byrne, Senior Writer, Business Week
Fred Cook, Frederic W. Cook & Company
Steve Lamb, Vice Chancellor, Court of Chancery
Meredith Miller, Asst Treasurer, State of Connecticut

 

Tues., Oct. 2

No Class - Research Paper Topic

Five

Thurs. Oct 4

The Poison Pill – Shareholder Toxin or Value Creator (Handout 5)

Tues., Oct 9

Guest Speakers:

David Berger, Wilson, Sonsini, Goodrich & Rosati
Herbert Denton, Providence Capital, Inc.
Blaine Fogg, Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Floyd Norris, Business Writer, New York Times
Leo Strine, Vice Chancellor, Court of Chancery
E. Norman Veasey, Chief Justice, Delaware Supreme Court
John Wilcox, Vice Chairman, Georgeson

 

Thurs., Oct 11

No Class - Research Paper Topic 

Tues., Oct. 16

No Class - Research Paper Topic 

Six

Thurs., Oct. 18

Corporate Democracy and the Shareholder Resolution – A failed "Hyde Park Corner" or legitimate governance tool? (Handout 6)

Tues., Oct. 23

Guest Speakers:

Carol Bowie, Director, Corporate Governance Service, IRRC
Harry Goldsmith, Sr. Vice President & General Counsel, AutoZone
Alan Palmiter, Professor, Wake Forest Law School
Linda Scott, Director of Investor Affairs, New York State Retirement Fund
Myron Steele, Justice, Delaware Supreme Court
Beth Young, Council Institutional Investors

Seven

Thurs., Oct. 25

Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 7)

Eight

Tues., Oct 30

Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 8)

Thurs., Nov 1

Guest Speakers:

Frank Balotti, Director, Richards, Layton & Finger
David Becker, General Counsel, SEC
Don Langevoort, Professor, Georgetown University Law Center
Bethany McLean, Senior Writer, Fortune Magazine
Mark Terrell, Partner-in-Charge, Audit Committee Institute, KPMG
John Noble, Vice Chancellor, Court of Chancery
Joseph Walsh, Justice, Delaware Supreme Court

Nine

Tues., Nov. 6

Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Handout 9)

Thurs., Nov. 8

Guest Speakers:

William Chandler, Chancellor, Court of Chancery
Margaret Foran, Vice President for Corporate Governance, Pfizer
Ann Mule, General Attorney and Corporate Secretary, Sunoco
Stephen Norman, Secretary, American Express Company
Richard Steinberg, Partner, Leader, Corporate Governance, PricewaterhouseCoopers

Ten

Tues., Nov. 13

Director and Managerial Responsibility and Accountability

John Byrne, Chainsaw (available in campus bookstore)

 

Thurs., Nov. 15

Student Presentations 

Tues., Nov. 20

Student Presentations

 

Thurs., Nov. 22

No Class, Thanksgiving Day

 

Tues., Nov. 27

Student Presentations

 

Thurs., Nov. 29

Student Presentations

 

Tues., Dec. 4

Student Presentations

 

Thurs., Dec 6

FINAL PAPER DUE

II. Course Format, Part Two

By our sixth class (September 13, 2001) each student must submit a proposed research topic to the instructor along with a paragraph describing the topic.

III. Course Format, Part Three

Beginning on November 20, and following November 27, November 29, and December 4 students will lead class discussions on their respective paper topics.

IV. Papers, Final Deadline

All final papers must be submitted no later than December 6, 2001, to the instructor.

V. Grades and Attendance

Students are required to attend all seminar meetings. Three or more absences will result in a grade of F for the class.

Final grades will be based 50% on class participation and presentation and 50% on the final paper.

 

Up Modern corporate governance scholarship and theory strongly suggest that the structure of a corporation and that corporation

John L. Weinberg Center for Corporate Governance
Lerner College of Business & Economics
University of Delaware
Lerner Hall, Room 104
Newark, DE 19716-2709
302-831-6157 (office)
302-831-3329 (fax)