Date	Assignment
Tues., Aug. 29	Introduction to American Corporate Governance; Mean Business, Albert J. Dunlap
Thurs., Aug. 31	Mean Business, Albert J. Dunlap (Cont’d)
Tues., Sept. 5	Corporate Governance – Stakeholders V. Stockholders. Whose Corporation is it anyhow? (Handout 1)
Thurs,. Sept. 7	Corporate Philanthropy: Societal Boom or Shareholder Bust? (Handout 2)
Tues., Sept. 12	The Duty of Care, Corporate Productivity and Stock Ownership: A Connection or Disconnection? (Handout 3)
Thurs., Sept. 14	The Duty of Care, Corporate Productivity and Stock Ownership: A Connection or Disconnection? (Handout 3)
Tues., Sept. 19	Executive Overcompensation – A problem or a solution? (Handout 4 & DE Discourses Executive Compensation)
Thurs., Sept. 21	No Class – Prepare Paper Topic
Tues., Sept. 26	Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 5)
Thurs., Sept. 28	Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 5)
Tues., Oct. 3	Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 6)
Thurs., Oct. 5	Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 6)
Tues., Oct. 10	Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Handout 7 & DE Discourses Corporate Guidelines)
Thurs., Oct. 12	Shareholder Fiduciary Duties: Expansion, Limitation or Very Existence? (Handout 8) Guests: 1. Hank Barnett, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (former CEO Bethlehem Steel) 2. Carol Hayes, Associate General Counsel & Secretary, The Coca-Cola Company 3. Henry Hu, Allan Shivers Chair in the Law of Banking and Finance, The University of Texas School of Law 4. Simon Lorne, Vice Chairman and Chief Legal Officer, Millennium Partners, L.P 5. Don Parsons, Vice Chancellor, Delaware Chancery Court 6. John Rogers, Founder, Chairman & Chief Executive Officer, Ariel Capital Management, LLC 7. Eric Roiter, Senior Vice-President and General Counsel, Fidelity Management and Research Company 8. Philip Timon, CEO, Endowment Capital Group
Tues., Oct. 17	Corporate Democracy and the Shareholder Resolution – A failed "Hyde Park Corner" or legitimate governance tool? (Handout 9)
Thurs., Oct. 19	Individual Meetings
Tues., Oct. 24	Individual Meetings
Thurs., Oct. 26	Shareholder Access to the Company Proxy/Majority Voting: Accountability Creator or Boardroom Bomb? (Handout 10)
Tues., Oct. 31	Shareholder Litigation: Behavior Enhancer or Corporate Toxin (Handout 11)
Thurs., Nov. 2	Dual Class Stock
Tues., Nov. 7	Election Day – No Class
Thurs., Nov. 9	The Future of Dual Class Stock Under Delaware Law (Handout 12) Guests: 1. Richard Breeden, Chairman, Richard C. Breeden & Co. 2. Mel Eisenberg, Koret Professor of Law, Boalt School of Law, University of California 3. Ron Gilson, Charles J. Meyers Professor of Law and Business, Stanford Law School 4. Cornish Hitchcock, Counsel, Amalgamated Bank 5. David Leitch, Senior Vice President & General Counsel, Ford Motor Company 6. Jay Lorsch, Louis E. Kirstein Professor of Human Relations , Harvard Business School 7. Leo Strine, Vice Chancellor, Delaware Court of Chancery 8. Francesco Guererra, US Business Editor, The Financial Times
Tues., Nov. 14	Enron and Corporate Governance Reform: A Case Study (Handout 13)
Thurs., Nov. 16	PWC Directors’ College – Executive Compensation
Tues., Nov. 21	The Poison Pill – Shareholder Toxin or Value Creator (Handout 14)
Thurs., Nov. 23	Thanksgiving
Tues., Nov. 28	Fairness Opinions and Value Enhancement: Reaffirmation, Reform, or Removal (Handout 15)
Thurs., Nov. 30	Circon and the Dissident Director (Handout 16)
Tues., Dec. 5	Director and Managerial Responsibility and Accountability; Chainsaw, by John Byrne (Cont’d)
Tues., Dec. 5	Papers due (2 copies) by 10:45 am

Throughout the semester, we will be examining selected topics involving significant recent developments in American Corporate Governance. On Thursday, September 14, 2006, 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 towards the Participation Grade. A quiz will be given on Tuesday, December 5.

1. All final papers (2 copies) must be submitted no later than May 16, 2006, 10:45 am to the instructor. Any paper that is submitted after May 16th, 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.

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.