Advanced Corporate Governance

Advanced Corporate Governance

FINC 418-010
126 MBNA America Hall
9:30 - 10:45 a.m. Tuesdays & Thursdays
Fall 2002

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

The weekly class schedule, with a list of tentative guest speakers, and corresponding assignments follow:

Tentative Schedule as of September, 2002

Topic	Date	Assignment
One	Thurs, Sep 5	Introduction to American Corporate Governance
One	Tues, Sep 10	Mean Business, Albert J. Dunlap (Available in campus bookstore)
Two	Thurs, Sep 12	*Corporate Governance – Stakeholders V. Stockholders. Whose Corporation is it anyhow? (Handout 1)* *Guest Speakers:* Bill Bratton, Professor, George Washington University Law School Alexander Giacco, Retired Chairman/CEO, Hercules, Inc. Howard Kristol, Partner, Duane Morris; Former Director Scott Paper, Sunbeam Corporation. Jerry Rosenfeld, CEO, Rothschild North America, Inc. Steve Rothschild, Partner, Skadden, Arps, Slate, Meagher & Flom LLP Myron Steele, Justice, Supreme Court of Delaware
Two	Tues., Sep 17	Corporate Governance – Stakeholders V. Stockholders. Whose Corporation is it anyhow? (Cont'd)
Three	Thurs., Sep 19	Corporate Philanthropy: Societal Boom or Shareholder Bust? (Handout 2)
Four	Tues. Sep 24	The Duty of Care, Corporate Productivity and Stock Ownership: A connection or Disconnection? (Handout 3)
Four	Thurs. Sep 26	The Duty of Care, Corporate Productivity and Stock Ownership: A connection or Disconnection? (Cont'd)
Five	Tues. Oct 1	Executive Overcompensation – A problem or a solution? (Handout 4)
Five	Thurs., Oct 3	Executive Overcompensation – A problem or a solution? (Cont'd) Guest Speakers: Joseph Bachelder, Founder, The Law Offices of Joseph E. Bachelder Hank Barnette, Chairman Emeritus, Bethlehem Steel and Of Counsel, Skadden, Arps, Slate, Meagher and Flom, LLP Warren Batts, Former Chairman and CEO, Tupperware Corporation; Former CEO, Premark International, Inc. Peter Clapman, Senior Vice President and Chief Counsel - Investments, TIAA-CREF John England, Principal and Manager, Towers Perrin Brian Hall, Associate Professor, Harvard Business School Jamie Heard, CEO, Institutional Shareholder Services Greg Lau, Executive Director of Global Compensation, General Motors Pearl Meyer, Co-Founder, Pearl Meyer & Partners Eric Roiter, General Counsel, Fidelity Management and Research Company E. Norman Veasey, Chief Justice, Supreme Court of Delaware Edgar S. Woolard, Jr., Former CEO, DuPont
Six	Tues., Oct 8	Corporate Democracy and the Shareholder Resolution – A failed "Hyde Park Corner" or legitimate governance tool? (Handout 5)
	Thurs. Oct 10	Individual Appointments to Discuss Paper Topic
Seven	Tues., Oct 15	Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 6)
	Thurs. Oct 17	Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Cont'd)
	Tues., Oct 22	No Class – Prepare Paper Topic
	Tues., Oct 22	No Class – Prepare Paper Topic
	Thurs., Oct 24	No Class – Prepare Paper Topic
Eight	Tues., Oct 29	Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 7)
Eight	Thurs., Oct 31	Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Con'td) Guest Speakers: Harold Barron, McDermott, Will & Emery, Former General Counsel, Unisys; Chair-Elect for the Business Law Section, American Bar Association Meyer Eisenberg, Deputy General Counsel, Securities and Exchange Commission Olivia Kirtley, Chairman, AICPA Board of Examiners (for CPA Examination throughout U.S.); Former Senior Manager, Ernst & Young; Former CFO, Vermont American Corp; Past Chairman, American Institute of Certified Public Accountants (AICPA) Douglas J. Treff, Senior Vice President and Chief Financial Officer, Deluxe Corporation Joseph Walsh, Justice, Supreme Court of Delaware
	Tues., Nov 5	Election Day – No Class
Nine	Thurs., Nov 7	Shareholder Litigation: Accountability Enhancer or Corporate Toxin (Handout 8)
Ten	Tues., Nov 12	Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Handout 9)
	Thurs., Nov 14	No Class – Prepare Paper Topic
	Tues., Nov 19	Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Cont'd) Guest Speakers: George Dallas, Managing Director and Global Practice Leader, Governance Services, Standard & Poor’s Margaret Foran, Vice President for Corporate Governance, Pfizer Inc. David Karp, Partner, Wachtell, Lipton, Rosen & Katz Mark Radke, Chief of Staff, SEC Stephen Davis, President, Davis Global Advisors Jack Jacobs, Vice Chancellor, Delaware Court of Chancery Michael Wickham, Chairman/CEO, Roadway Corporation
Eleven	Thurs., Nov 21	The Poison Pill – Shareholder Toxin or Value Creator (Handout 10)
Twelve	Tues., Nov 26	Circon – The Role of the Dissident Director (Handout 11)
	Thurs., Nov 28	Thanksgiving Holiday
	Tues., Dec 3	Circon – The Role of the Dissident Director (Cont'd) Guest Speakers: David Berger, Partner, Wilson Sonsini Goodrich & Rosati Lawrence Hamermesh, Associate Professor of Law, Widener University School of Law Jack Jacobs, Vice Chancellor, Delaware Court of Chancery Rich Koppes, Of Counsel, Jones, Day, Reavis & Pogue Peter Langerman, Chairman of the Board, Franklin Mutual Advisors, Inc. Mark Sargent, Dean, School of Law, Villanova University Steven Perkins - Managing Partner, Ranger Governance
	Thurs., Dec 5	Director and Managerial Responsibility and Accountability , by John Byrne, Chainsaw (available in campus bookstore)
Thirteen	Tues., Dec 10	Director and Managerial Responsibility and Accountability John Byrne, Chainsaw (Cont'd)
	Wed., Dec 11	Papers due (2 copies) by 4:00 pm

I. Course Formant: Part One

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

II. Course Format, Part Two

By our sixth class (September 24, 2002) each student must submit a proposed research topic to the instructor along with a paragraph describing the topic.

III. Papers, Final Deadline

All final papers (2 copies) must be submitted no later than December 11, 2002, 4:00 pm to the instructor.

Attached is a cover sheet that you should use for your paper. No need to bind your report.

IV. 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 50% on the final paper.

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)