Tentative Schedule as of February, 2003
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Topic |
Date |
Assignment |
|
One |
Tues., Feb 11 |
Introduction to American Corporate Governance |
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Thurs., Feb 13 |
Mean Business, Albert J. Dunlap |
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Two |
Tues., Feb 18 |
Corporate Governance – Stakeholders V. Stockholders. Whose Corporation is it anyhow? (Handout 1) |
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Thurs., Feb 20 |
Corporate Governance – Stakeholders V. Stockholders. Whose Corporation is it anyhow? (Cont’d) |
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Three |
Tues., Feb 25 |
Corporate Philanthropy: Societal Boom or Shareholder Bust? (Handout 2) |
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Four |
Thurs,. Feb 27 |
The Duty of Care, Corporate Productivity and Stock Ownership: A connection or Disconnection? (Handout 3) |
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Tues., Mar 4 |
The Duty of Care, Corporate Productivity and Stock Ownership: A connection or Disconnection? (Cont’d) |
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Five |
Thurs., Mar 6 |
Executive Overcompensation – A problem or a solution? (Handout 4) |
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Six |
Tues., Mar 11 |
Corporate Democracy and the Shareholder Resolution – A failed "Hyde Park Corner" or legitimate governance tool? (Handout 5) |
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Thurs., Mar 13 |
Individual Meetings |
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Seven |
Tues. Mar 18 |
Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 6) |
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Thurs., Mar 20 |
Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Cont’d) |
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Tues. Mar 25 |
Individual Meetings |
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Thurs., Mar 27 |
Individual Meetings |
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Tues., Apr 1 |
Spring Break |
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Thurs., Apr 3 |
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Eight |
Tues., Apr 8 |
Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 7) |
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Thurs., Apr 10 |
Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Cont’d) Guest Speakers James Cheek, Bass, Berry & Sims, PLC Marshall Day, Former CFO, Home Depot Kayla Gillan, Member, Public Company Accounting Oversight Board Jack Jacobs, Vice Chancellor, Delaware Court of Chancery Frank Menaker, Senior Vice President and General Counsel, Lockheed Martin Lynn Turner, Professor, Colorado State University Jonathan Weil, Staff Writer, Wall Street Journal |
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Nine |
Tues., Apr 15 |
Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Handout 8) |
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Thurs., Apr 17 |
Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Cont’d) Guest Speakers Stephen Bainbridge, Professor of Law, UCLA Randy Holland, Justice, Supreme Court of Delaware Andrew Metrick, Assistant Professor of Finance, Wharton School of the University of Pennsylvania Steve Odland, Chairman, President and CEO, Autozone, Inc. Ed Shaw, General Counsel, Aetna Mike Useem, The William and Jacalyn Egan Professor; Professor of Management, Wharton School of the University of Pennsylvania Ted White, Director Corporate Governance, CALPERS |
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Ten |
Tues., Apr 22 |
Shareholder Litigation: Accountability Enhancer or Corporate Toxin (Handout 9) |
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Thurs., Apr 24 |
The New Federalism: State-based or National Corporate Law? Delaware or the Federal Government – Who Should be the Corporate Guide? (Handout 10) Guest Speakers Lucien Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance, Harvard Law School Jack Coffee, Adolf A. Berle Professor of Law, Columbia Law School Ed Labaton, Partner, Goodkind Labaton Rudoff & Sucharow LLP Simon Lorne, Partner, Munger, Tolles & Olson LLP E. Norman Veasey, Chief Justice, Supreme Court of Delaware |
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Eleven |
Tues., Apr 29 |
The Poison Pill – Shareholder Toxin or Value Creator (Handout 11) |
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Thurs., May 1 |
No Class - Prepare Paper Topic |
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Twelve |
Tues., May 6 |
Circon – The Role of the Dissident Director (Handout 12) |
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Thurs., May 8 |
Circon – The Role of the Dissident Director (Cont’d) Guest Speakers Peter Burrows, Staff Writer, Business Week Bert Denton, President, Providence Capital Inc. Joseph Grundfest, Professor of Law, Stanford Law School Sam Heyman, Chairman of the Board, International Specialty Products Robert Lamm, Corporate Secretary and Director of Corporate Governance, Computer Associates Myron Steele, Justice, Supreme Court of Delaware Guhan Subramanian, Joseph Flom Assistant Professor of Law and Business, Harvard Law School |
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Tues., May 13 |
No Class - Prepare Paper Topic |
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Thirteen |
Thurs., May 15 |
Director and Managerial Responsibility and Accountability, by John Byrne, Chainsaw |
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Tues., May 20 |
Director and Managerial Responsibility and Accountability, by John Byrne, Chainsaw (cont’d) |
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Wed., May 21 |
Papers due (2 copies) by 4:00 pm |
I. Course Formant: Part One
Throughout the semester, we will be examining selected topics involving significant recent developments in American Corporate Governance.
II. Course Format, Part Two
By our sixth class (February 27, 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 May 21, 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)
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