LAW 7147

Comparative Corporate Governance: A Functional Approach

Course Description

Course information provided by the Courses of Study 2015-2016.

This course examines how different jurisdictions address a selected number of corporate governance problems in a comparative and functional perspective. Classes consider the law, the structure of the market and the culture of Australia, China, Germany, India, Italy, Japan, the UK, the USA as well as of the European Union. The course covers corporate governance issues including: (i) the corporate form and the legal personality, (ii) the treatment of shareholders, employees and other stakeholders, (iii) aggregating and locking-in assets, (iv) models for boards of directors, (v) the duty of care and the business judgment rule, (vi) controlling shareholders and other non-board-sources of control, (vii) conflicts of interests, corporate opportunities and the duty of loyalty, (viii) the regulation of related party transactions, (ix) takeovers and other changes of control, (x) the role of cultures and the problem of transplants, (xi) the purpose of corporations in a global perspective. The course is taught in the Fall semester and is scheduled over the entire semester. It is a seminar, fulfills writing requirement and is worth 3 credits. All students are asked to read weekly assignments to prepare for classes and each class consists in a presentation made by a student followed by a discussion.  In the aftermath of the discussion, the student will write a paper on the topic. The class can be taken only for a grade and the assessment for the class is based on the presentation and the paper.

When Offered Fall.

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