This seminar will examine the fundamental role of the board of directors in corporate America. While exploring the duties, responsibilities and necessary requirements of the stewards of public, private and not-for-profit entities, we will focus, through the medium of specific situations, on conflicts, the business judgment rule, duties of care and loyalty, and the proper and most productive relationship between the board and management. Our approach will be from a number of perspectives including that of the corporate counsel, that of the various interest holders, that of the community of the entity, that of the employees of the entity, and that of the directors themselves. We will work on identifying the board's constituencies-often disparate, fractious or competing-to whom a fiduciary duty is owed.We will cover independent, "inside" and special directors, and directors and officers insurance.We will discuss the board dynamics that flow from good, bad and only adequate governance procedures. We will spend some time on committees of the board.Students will be graded on the basis of class participation and a paper. Depending on time, students may be asked to provide a short presentation on a relevant subject.
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