Thurs., Feb 8

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

Tues., Feb 13

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

Thurs,. Feb 15

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

Tues., Feb 20

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

Thurs., Feb 22

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

Tues., Feb 27

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

Thurs., Mar 1

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

Tues., Mar 6

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

Thurs., Mar 8

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

Tues., Mar 13

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

Thurs., Mar 15

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

Tues., Mar 20

No Class -- Prepare Paper Topic

Thurs., Mar 22

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

Tues., Mar 27
Thurs., Mar 29

Spring Break

Tues., Apr 3

Non-Profit Corporate Governance Reform (Handout 8)

Thurs., Apr 5

Non-Profit Corporate Governance Reform (Handout 8)

Guests

1. Carolyn Brancato, CEO, The Riverside Group, Inc.
2. Hugh Durden, Chairman, Alfred I. duPont Testamentary Trust
3. Joel Fleishman, Director, Samuel and Ronnie Heyman Center for Ethics, Public Policy, and the Professions; Director, Foundation Strategy and Impact Research Program, Duke University
4. The Honorable Harvey Goldschmid, Dwight Professor of Law, Columbia Law School, Former Commissioner and General Counsel, Securities and Exchange Commission (SEC)
5. Sheffield Hale, Chief Counsel, American Cancer Society
6. The Honorable Jack Jacobs, Justice, Supreme Court of Delaware
7. Carrie Johnson, Staff Writer, Washington Post
8. Bonnie McElveen-Hunter, Chairman, American Red Cross
9. Roger Raber, CEO, National Association of Corporate Directors
10. Tina S. Van Dam, Director of the Governance Center and Directors' Institute, The Conference Board

Tues., Apr 10

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

Thurs., Apr 12

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

Tues., Apr 17

Shareholder Litigation: Behavior Enhancer or Corporate Toxin (Handout 11)

Thurs., Apr 19

Dual Class Stock – Cost, Benefits, and Future under Delaware Law (Handout 12

Tues., Apr 24

Enron and Corporate Governance Reform: A Case Study (Handout 13)

Thurs., Apr 26

The Poison Pill – Shareholder Toxin or Value Creator (Handout 14)

Tues., May 1

Fairness Opinions and Value Enhancement: Reaffirmation, Reform, or Removal (Handout 15)

Thurs., May 3

Research Paper Topic – No Class

Tues., May 8

Circon and the Dissident Director (Handout 16)

Thurs., May 10

Circon and the Future of the Poison Pill (Handout 16)

Guests:

Tues., May 15

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

Tues., May 15

Papers due (2 copies)  by 10:45 am