Advanced Corporate Governance

 

FINC 418-010, 080

125 Alfred Lerner Hall

9:30 - 10:45 a.m. Tuesdays & Thursdays

Fall 2005

Professor Charles Elson

104 Alfred Lerner Hall

302-831-6157

elson@lerner.udel.edu

Office Hours: By Appointment

Required Books

MEAN BUSINESS (P), DUNLAP (paperback)

CORPORATE GOVERNANCE, MONKS, MINOW 

CHAINSAW, BYRNE (paperback)

DE Discourses Executive Compensation–NACD website
 http://www.nacdonline.org/publications/pubDetails.asp?pubID=230&user=76138B7C1A2440E3BFF7B6FA3E8B758B

Handouts available in Morris Library Reserve Room

 

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

 

Tentative Schedule

 

Date

Assignment

Tues., Aug. 30

Introduction to American Corporate Governance; Mean Business, Albert J. Dunlap

Thurs., Sep. 1

Mean Business, Albert J. Dunlap (Cont’d)

Tues., Sep. 6

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

Thurs,. Sep. 8

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

Tues., Sep. 13

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

Thurs., Sep. 15

The Duty of Care, Corporate Productivity and Stock Ownership: A Connection or Disconnection? (Cont’d) (Topics Due)

Tues., Sep. 20

No Class – Prepare Paper Topic

Thurs., Sep. 22

Executive Overcompensation – A problem or a solution? (Handout 4 & DE Discourses Executive Compensation)

Tues., Sep. 27

Executive Overcompensation – A problem or a solution? (Cont’d) 

Thurs., Sep. 29

No Class – Prepare Paper Topic

Tues., Oct. 4

Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 5)

Thurs., Oct. 6

Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 6)

Tues., Oct. 11

Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Cont’d)

Thurs., Oct. 13

Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Handout 7)

Tues., Oct. 18

Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Handout 7)

Guests

  1. David Brown, Partner, Alston & Bird
  2. Francis Byrd, Vice President-Senior Analyst, Moody's Investors Service
  3. The Honorable Jack Jacobs, Justice, Delaware Supreme Court
  4. Jack Krol, former Chairman of the Board, duPont
  5. Robert Lonergan, Vice President & General Counsel, Rohm & Haas
  6. James Melican, President, Proxy Governance, Inc.
  7. Greg Taxin, Chief Executive Officer, Glass Lewis & Company
  8. Michael Useem, The William and Jacalyn Egan Professor; Professor of Management, Wharton School
  9. Luigi Zingales, Robert C. McCormack Professor of Entrepreneurship and Finance at the Graduate School of Business at the University of Chicago

Thurs., Oct. 20

No Class – Prepare Paper Topic

Tues., Oct. 25

Corporate Democracy and the Shareholder Resolution – A failed "Hyde Park Corner" or legitimate  governance tool? (Handout 8)

Thurs., Oct. 27

Shareholder Access to the Company Proxy/ Majority Voting: Accountability Creator or Boardroom Bomb? (Handout 9)

Tues., Nov. 1

Shareholder Litigation: Behavior Enhancer or Corporate Toxin (Handout 10)

Thurs., Nov. 3

 

Shareholder Access to the Company Proxy/Majority Voting: Accountability Creator or Boardroom Bomb?
 

Guests 

  1. John Castellani, President, Business Roundtable

  2. Rick Ferlauto, Director of Pensions and Benefits Policy, AFSCME

  3. Rosemary Kenney, Director of Corporate Governance, Pfizer, Inc.

  4. A. Gilchrist Sparks, Partner, Morris, Nichols, Arsht & Tunnell

  5. The Honorable Myron Steele, Chief Justice, Delaware Supreme Court

  6. Linda Scott, Director of Corporate Governance, TIAA-CREF

  7. The Honorable Leo Strine, Vice Chancellor, Delaware Court of Chancery

Tues., Nov. 8

Enron and Corporate Governance Reform: A Case Study (Handout 11)

Thurs., Nov. 10

 Director Liability: Oversight Stimulator or Board Decimater? (Handout 12)

Guests
  1. The Honorable William Chandler, Chancellor, Delaware Court of Chancery
  2. John (Sean) Coffey, Partner, Bernstein Litowitz Berger & Grossmann LLP
  3. Gregory Doody, Executive Vice President and General Counsel, HealthSouth
  4. Michael Klausner, Nancy and Charles Munger Professor of Business and Professor of Law, and Associate Dean for Research and Academics, Stanford Law School
  5. Ed Labaton, Partner, Labaton Sucharow & Rudoff LLP
  6. Jerry Levin, Former Chairman and CEO, Sunbeam, Director: Ecolab, US Bank Corp
  7. John Olson, Gibson, Dunn & Crutcher LLP
  8. Roger Raber, President and CEO, National Association of Corporate Directors
  9. Bob Rock, Chairman, Directors & Boards
  10. The Honorable E. Norman Veasey, former Chief Justice, Delaware Supreme Court
  11. Alyssa Machold Ellsworth, Managing Director, Council of Institutional Investors

Tues., Nov. 15

No Class – Prepare Paper Topic

Thurs., Nov. 17

The Poison Pill – Shareholder Toxin or Value Creator (Handout 13)

Tues., Nov. 22

Fairness Opinions and Value Enhancement: Reaffirmation, Reform, or Removal (Handout 14)

Thurs., Nov. 24

Thanksgiving

Tues., Nov. 29

Circon and the Dissident Director (Handout 15)

Thurs. Dec. 1

Director and Managerial Responsibility and Accountability; Chainsaw, by John Byrne

Tues., Dec. 6

Director and Managerial Responsibility and Accountability; Chainsaw, by John Byrne (Cont’d)

Tues., Dec. 6

Papers due (2 copies)  by 10:45 am

 

I. Course Format

Throughout the semester, we will be examining selected topics involving significant recent developments in American Corporate Governance.  By our sixth class, September 15, 2005, each student must submit a proposed research topic to the instructor along with a paragraph describing the topic.  Pop quizzes may be given throughout the semester at the discretion of the Professor and will count toward the Participation Grade.  A quiz will be given on December 1, 2005

 

II. Papers, Final Deadline

1.   All final papers (2 copies) must be submitted no later than December 6, 2005, 10:45 am to the instructor.  Any paper that is submitted after December 6th, the grade will be dropped by one letter grade.

            2.   The paper should consist of approximately 15 pages of text.  Footnotes or endnotes are acceptable.

3.   A cover sheet must be attached to your report.  Use the format on the attached example. 

            4,   No need to bind your report.

 

III. 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. 

 

Individual appointments with the Professor to review your topic will be scheduled throughout the semester.  If an appointment is missed, it will count as an absence. (Re-scheduling of appointments is not permitted unless authorized by the Professor.) Class participation is expected throughout the semester.  This includes, questions, answers, quizzes.

 

IV.  University of Delaware’s Code of Conduct

This class adheres to the University of Delaware’s Code of Conduct which can be found at the following website: http://www.udel.edu/stuguide/05-06/code.html#honesty

 

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