1. Corporate Governance Law Course

Corporate Governance Law Course

Corporate Governance Law (Intro)

What is “business governance”?

Who are the members of a corporation?

What is a closely-held corporation?

What is a “private company” vs a “public company”?

What is the role and purpose of the corporation?

What is the “agency theory” of corporate governance?

What is the “stakeholder theory” of corporate governance?

What is the role & rights of “shareholders” in the corporation?

What are the variations on attributes of “ownership structure”?

What are the fiduciary duties owed by shareholders?

When is a shareholder personally liable for corporate obligations?

How can shareholder enforce their rights (direct and derivative actions)?

What is the process for bringing a “derivative action”?

What are corporate vote “proxies”?

What is “shareholder activism” and the significance of “institutional investors”?

What is the role of the “board of directors”?

What is the composition of the board of directors?

What standards govern the actions of the board of directors?

What is the “business judgment rule”?

What is D&O insurance?

What is the role of “managers” of the corporation?

What standards govern manager actions?

What are the primary state and federal corporate governance laws?

What is the role of the state in corporate governance?

What is the role of “securities laws” in corporate governance?

What is the role of the “Foreign Corrupt Practices Act” in corporate governance?

What is the “Sarbanes-Oxley Act” (SOX) effect on corporate governance?

What is the “Dodd-Frank Wall Street Reform and Consumer Protection Act effect on corporate governance?

What industry organization standards affect corporate governance?

How do “proxy advisory firms” affect corporate governance?

What is the role of ethics in corporate governance?

What are the major causes of corporate governance issues?