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Date
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Assignment
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Thurs., Sept. 4
|
Introduction
to American Corporate Governance; Mean Business, Albert J. Dunlap
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Tues., Sept. 9
|
Mean Business, Albert J. Dunlap
(Cont'd)
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Thurs., Sept. 11
|
No Class - Prepare Paper Topic
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|
Tues., Sept. 16
|
Corporate Governance – Stakeholders V. Stockholders.
Whose Corporation is it anyhow? (Handout 1)
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Thurs,. Sept. 18
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Corporate Philanthropy: Societal Boom or Shareholder
Bust? (Handout 2)
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Tues., Sept. 23
|
The Duty of Care, Corporate Productivity and Stock
Ownership: A Connection or Disconnection?
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Thurs., Sept. 25
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The Duty of Care, Corporate Productivity and Stock
Ownership: A Connection or Disconnection? (Handout 3)
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Tues., Sept. 30
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Executive Overcompensation – A problem or a solution?
(Handout 4)
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Thurs., Oct. 2
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Executive Overcompensation
– A problem or a solution? (Cont’d)
Guest Speakers:
Rajesh K. Aggarwal, Professor,
McIntire
School of Commerce, University of Virginia
The Honorable William Chandler, Chancellor,
Delaware Court of
Chancery
Hayward Fisk, General Counsel,
Computer Sciences Corporation (CSC)
John A. ("Jack") Krol, Retired Chairman and CEO,
DuPont
David McBride, Senior Partner,
Young Conaway Stargatt & Taylor,
LLP
Patrick McGeehan, Business Writer, New York Times
Linda Scott, Director, Corporate Governance,
TIAA-CREF
The Honorable E. Norman Veasey,
Chief Justice, Supreme Court
of Delaware
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|
Tues. Oct. 7
|
Corporate Democracy and the Shareholder Resolution –
A failed "Hyde Park Corner" or legitimate governance tool?
(Handout 5)
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Thurs., Oct. 9
|
Individual Meetings
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|
Tues., Oct. 14
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Caremark and the Prevention of Corporate Fraud
and Other Forms of Illegal Conduct (Handout 6)
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Thurs., Oct. 16
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Caremark and the Prevention of Corporate Fraud
and Other Forms of Illegal Conduct (Cont’d)
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Tues., Oct. 21 |
Shareholder
Litigation: Behavior Enhancer or Corporate Toxin (Handout 7)
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|
Thurs., Oct. 23
|
Audit Committee Reform and Financial Misconduct –
Effective Medicine or Placebo? (Handout 8)
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|
Tues., Oct. 28
|
Audit Committee Reform and
Financial Misconduct – Effective Medicine or Placebo? (Cont’d)
Guest Speakers:
Ray Bromark, Partner, PricewaterhouseCoopers
Richard Cavanagh, President and CEO,
The Conference Board
R. William Ide, Partner,
McKenna Long & Aldridge LLP
The Honorable John Noble, Vice Chancellor,
Delaware Court of
Chancery
Julian Oettinger, Senior Vice President, General Counsel & Corporate Secretary,
Walgreen Company
Larry Rittenberg, Ernst & Young Professor of Accounting,
University of Wisconsin
Anil Shivdasani,
Wachovia Distinguished Professor and Chair of Finance,
University of North
Carolina
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|
Thurs., Oct. 30
|
Individual Meetings
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|
Tues., Nov. 4
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Corporate Governance Guidelines: Common Ground –
Realistic Expectations? (Handout 9)
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|
Thurs., Nov. 6
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Corporate Governance
Guidelines: Common Ground – Realistic Expectations? (Handout 9)
Guest Speakers:
Richard Bernard,
Executive Vice President & General Counsel,
New York Stock Exchange
William Casazza, Vice President, Deputy General Counsel and
Corporate Secretary, Aetna
William Cotter, Senior Vice President & Chief Underwriting
Officer, AIG
Jamie Heard, CEO,
Institutional Shareholder Services
The Honorable Jack Jacobs, Justice,
Supreme Court of Delaware
Jeff Sonnenfeld,
Associate Dean of the Yale School of Management
Ralph
Walkling, Professor of Finance,
Ohio State
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Tues.,
Nov. 11
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No
Class - Prepare Paper Topic
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|
Thurs.,
Nov. 13
|
Shareholder Access to the Company Proxy: Accountability
Enhancer or Boardroom Bomb?
(Handout 10)
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Tues.,
Nov. 18
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Shareholder Access to the Company Proxy: Accountability
Enhancer or Boardroom Bomb?
(Cont’d)
Guest
Speakers:
The Honorable Paul Atkins, Commissioner, Securities & Exchange
Commission
Lucian Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor
of Law, Economics,
and Finance at Harvard Law School
The Honorable William Chandler, Chancellor, Delaware Court of Chancery
Peter Clapman, Senior Vice President & Chief Counsel - Investments,
TIAA-CREF
Margaret Foran, Vice President for Corporate Governance, Pfizer
The Honorable Harvey Goldschmid, Commissioner, Securities & Exchange
Commission
Larry Hamermesh, Associate Professor of Law, Director, Widener Institute
of Delaware Corporate
Law, Widener University School of Law
The Honorable Randy Holland, Justice, Supreme Court of Delaware
The Honorable Jack Jacobs, Justice, Supreme Court of Delaware
The Honorable Stephen Lamb, Vice Chancellor, Delaware Court of Chancery
John Olson, Senior Partner, Gibson, Dunn, and Crutcher LLP
Eric Roiter, Senior Vice President and General Counsel, Fidelity
Management and Research Company
Damon Silvers, Associate General Counsel, AFL-CIO
A. Gilchrist Sparks, Partner, Morris, Nichols, Arsht & Tunnell
The Honorable Leo Strine, Vice Chancellor, Delaware Court of Chancery
John Wilcox, Vice Chairman, Georgeson Shareholder Communications, Inc.
Ann Yerger, Director of Council Research, Council of Institutional
Investors
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Thurs.,
Nov. 20
|
The Poison Pill – Shareholder Toxin or Value Creator
(Handout 11)
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Tues.,
Nov. 25
|
Circon
– The Role of the Dissident Director (Handout 12)
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Thurs.,
Nov. 27
|
No
Class – Thanksgiving Day
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Tues.,
Dec. 2
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Circon
– The Role of the Dissident Director (Cont’d)
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|
Thurs.,
Dec. 4
|
Director
and Managerial Responsibility and Accountability, by John Byrne, Chainsaw
|
|
Tues., Dec. 9 |
Director
and Managerial Responsibility and Accountability, by John Byrne, Chainsaw
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Wed.,
Dec. 10
|
Papers
due (2 copies) by 4:00 pm
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