Advanced Corporate Governance

FINC 418-010, 080
125 Alfred Lerner Hall
9:30 - 10:45 a.m. Tuesdays & Thursdays
Spring 2004

Professor Charles Elson
104 Alfred Lerner Hall
302-831-6157
elson@lerner.udel.edu
Office Hours: By Appointment

Required Books

MEAN BUSINESS (P), DUNLAP 
CORPORATE GOVERNANCE, MONKS, MINOW 
CHAINSAW, BYRNE (paperback)
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 January 2004

Date

Assignment

Tues., Feb.10

Mean Business, Albert J. Dunlap

Thurs., Feb 12

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

Tues., Feb. 17

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

Thurs,. Feb. 19

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

Tues., Feb. 24

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

Thurs., Feb. 26

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

Tues., Mar. 2

Executive Overcompensation – A problem or a solution? (Handout 4)

Thurs., Mar. 4

No Class – Prepare Paper Topic

Tues. Mar. 9

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

Guests

Brian Foley, Founder, Brian Foley & Company, Inc.
Wayne R. Guay, Assistant Professor of Accounting, The Wharton School
Michael McAlevey, Chief Corporate & Securities Counsel, General Electric
The Honorable Donald F. Parsons Jr., Vice Chancellor,  Delaware Court of Chancery
Roger Raber, President and CEO, National Association for Corporate Directors
Cynthia Richson, Corporate Governance Officer, Ohio Public Employees Retirement System (OPERS)
Randall Thomas, Professor, Vanderbilt Law School

Thurs., Mar. 11

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

Tues., Mar. 16

No Class – Prepare Paper topic

Thurs., Mar. 18

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

Tues., Mar. 23

SPRING BREAK

Thurs., Mar. 25

SPRING BREAK

Tues., Mar. 30

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

Thurs., Apr.1

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

Tues., Apr. 6

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

Thurs., Apr. 8

Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Cont’d)

Guest:

John Biggs, Former Chairman & CEO, TIAA-CREF
Michael Emen, Senior Vice President, NASDAQ Listing Qualifications Department
Ted Jadick, Vice Chairman, Heidrick & Struggles
Robert S. Miller, Former CEO, Bethlehem Steel
Howard Sherman, CEO, GovernanceMetrics International
The Honorable Myron Steele, Justice, Supreme Court of Delaware
Carol Ward, Corporate Secretary & Compliance Officer, CIGNA

Tues., Apr. 13

 Shareholder Litigation: Behavior Enhancer or Corporate Toxin   (Handout 8)

Thurs., Apr. 15

 Corporate Democracy and the Shareholder Resolution – A failed "Hyde Park Corner" or legitimate governance tool?   (Handout 9)

Tues., Apr. 20

Shareholder Access to the Company Proxy: Accountability Creator or Boardroom Bomb? (Handout 10)

Thurs., Apr. 22

The Poison Pill – Shareholder Toxin or Value Creator (Handout 11)

Tues., Apr. 27

Enron and Corporate Governance Reform: A Case Study (Handout 12)

Thurs., Apr. 29

Enron and Corporate Governance Reform: A Case Study (Cont'd)

Guests

William Crist, Former Chairman, CALPERS
Larry Harris, Chief Economist, Securities & Exchange Commission
The Honorable Jack Jacobs, Justice, Delaware Supreme Court
Bob May, Interim CEO, HealthSouth
Carl McCall, Former Comptroller, State of New York
Shaun O’Malley, Chairman, Freddie Mac

Tues., May 4

No Class – Prepare Paper Topic

Thurs., May 6

Circon – The Role of the Dissident Director (Handout 13)

Tues., May 11

Circon – The Role of the Dissident Director (Cont’d)

Guests

R. Franklin Balotti, Director, Richards Layton & Finger
George Cloutier, CEO, American Management Systems
David Ikenberry, Professor of Finance and Chair of Department, University of Illinois
The Honorable Stephen Lamb, Vice Chancellor, Delaware Court of Chancery
Peter Langerman, Director, Division of Investment, State of New Jersey
Joann Lublin, Staff Reporter, Journalist, Wall Street Journal
Steve Odland, CEO, AutoZone, Inc. (Chair, Corporate Governance Committee, Business Roundtable)
A. Gilchrist Sparks, Partner, Morris, Nichols, Arsht & Tunnell
 Ralph Whitworth, Founder, Relational Investors, LLC

Thurs. May 13

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

Tues., May 18

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

Wed., May 19

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 26, 2004) each student must submit a proposed research topic to the instructor along with a paragraph describing the topic.

III. Papers, Final Deadline

1. All final papers (2 copies) must be submitted no later than May 19, 2004, 4:00 pm to the instructor. Any paper that is submitted after May 19, 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.

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.

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.)

 

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