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DANIELS COLLEGE OF BUSINESS MISSION STATEMENT

The mission of the Daniels College of Business is to foster Enlightened Practice, Professional Achievement and a Commitment to Community among those engaged in management and the business professions.

As an institution that emphasizes the scholarship of teaching, our mission is achieved through programs that recognize the diversity of a global economy and embrace:


  • Knowledge and technical ability

  • Interpersonal skills and intercultural understanding

  • Ethically based leadership and social responsibility

Our mission is represented through the icon:




Department Mission: To enhance legal, ethical, and political analysis of business decisions and practices
Quarter/Year: Spring, 2012
Course Number: LGST 4760, ACTG 4760, LGST 3701-1

CEOs and CORPORATE GOVERNANCE
Prerequisites: None
Section and CRN: Section 1, CRN 4831 for LGST 4760, CRN 4840 for ACTG 4760, and CRN 4832 for LGST 3701-1
Meeting Place and Time: T and TH, 6:00-7:50 p.m., in DCB 240
Name of Professor: John M. Holcomb
Office Hours: T and TH 4:00-6:00 p.m., or by appointment
Office Location: DCB 685
E-Mail Address: jholcomb@du.edu
Phone Number: 303-871-2634
All students need to follow these expectations:


Daniels College of Business Code of Academic Integrityhttp://www.daniels.du.edu/pdf/code_of_academic_integrity.pdf

University of Denver Honor Code - http://www.du.edu/ccs/honorcode.html

Official Communications
The standard method of communicating official information from the Daniels College of Business to its students is the University’s electronic mail (e-mail) system. Private e-mail accounts will not be accepted as appropriate e-mail addresses. Students may set up their University e-mail account so that messages are forwarded to another account automatically.  Instructions about forwarding messages are available on the University website at http://www.du.edu/uts/policies/index.html.

Students with Disabilities
A student who qualifies for academic accommodations because of a disability must submit a Faculty Letter to the instructor from the Disability Services Program (DSP) in a timely manner, so that the student’s needs can be addressed. Accommodations will not be provided retroactively, e.g., following an exam or after the due date of a project. DSP determines eligibility for accommodations based on documented disabilities and is located under the Bookstore in the Driscoll Student Center South. (303-871-2455/2278/7432) www.du.edu/disability/dsp



Performance Assessment

The Daniels College of Business may use assessment tools in this course and other courses for evaluation. Educational Assessment is defined as the systematic collection, interpretation, and use of information about student characteristics, educational environments, learning outcomes and client satisfaction to improve program effectiveness, student performance and professional success.



Course Description, Overview or Outline:
The course examines the current and pressing issue of corporate governance, in its ethical, legal, and social dimensions. Students read the latest views of scholars and experts and gain the perspectives of corporate CEOs and other organization leaders. Topics explored include the history of various governance models, public policy on corporate governance, corporate board functions and responsibilities, the dynamics between CEOs and boards, ethical leadership and corporate culture, ethics and compliance programs, executive liability, nonprofit corporate governance, board and audit committee responsibilities, restructuring and governance, executive compensation problems and solutions, shareholder activism, and corporate governance reforms.

Learning Outcomes:


  • Students will be able to explain and evaluate the different models of corporate governance, including the investor and stakeholder models and the director-centric and shareholder-centric models.

  • Students will be able to explain and apply the basic legal and practical elements of director duties and the roles of the corporate board and committees of the board.

  • Students will be able to explain and evaluate the role of corporate boards and officers in cultivating leadership and in developing the corporate culture.

  • Students will be able to explain the key aspects of the legal liability and ethical responsibilities of corporate officers and board members.

  • Students will be able to explain major mechanisms of executive compensation and to evaluate and recommend basic reforms of executive compensation.

  • Students will be able to explain the legal rights of shareholders and basic features of shareholder activism and to evaluate and recommend corporate responses to shareholder activism.

  • Students will be able to explain and evaluate alternative corporate governance reforms.



Beyond Grey Pinstripes:
This course emphasizes important aspects of corporate governance, of business and public policy, including the roles of government institutions and agencies related to corporate governance.

Outputs:
Course Projects
Each student will complete four papers or projects during the quarter. Each paper will be a maximum of ten pages in length, double-spaced and in 12-point font, not including references. The course projects will be designed to address and research the major dimensions of the course. It is recommended that each project relate to elements of one overall corporate case study, so pick your focus carefully. You may choose a different corporate form if you wish, such as a nonprofit corporation, a private company, or a mutual fund company. You may also choose a local or regional firm or a national or multinational enterprise. The projects may be completed in any order, but it is recommended you follow the sequence below. Each project will examine the following four major issues, with one per paper:


  1. Corporate governance: the way the board is structured, changes over time in response to public policy developments, roles of board committees, relationship between the board, management, and shareholders or other stakeholders

  2. Executive compensation and shareholder communications: how compensation is determined, who is involved, the role of the board and compensation committee, disclosure to shareholders and the public, other shareholder pressures

  3. Leadership, corporate culture, legal liability and corporate compliance: how the firm’s culture has been shaped, code of ethics, employee training, and the all-important issue of executive and leadership development and succession planning; accounting or other issues, systems developed to comply with Sarbanes-Oxley and other regulations, risk management, any litigation or enforcement actions faced by the firm

  4. Shareholder activism: shareholder litigation, shareholder resolutions, shareholder relations and communications.


Components of Final Grade:
Evaluation of students in this course will be based on class participation and on four course projects. The following weights will be placed on each component of the course:
Class participation 20%

Project 1 20%

Project 2 20%

Project 3 20%

Project 4 20%
Project due dates are as follows:
Project 1: April 17

Project 2: May 8

Project 3: May 22

Project 4: May 31


Possible Cases:
Enron, Tyco, WorldCom, Adelphia, HealthSouth, AIG, Hollinger International, Parmalat, Royal Ahold, Refco, Royal Dutch Shell, BP, Exxon Mobil, Newmont Mining, Coca Cola, Time Warner, Disney, General Electric, General Motors, Morgan Stanley, Hewlett Packard, Pfizer, Home Depot, Goldman Sachs, Bank of America, Morgan Stanley, JP Morgan Chase, Qwest, Siemens, Strong Funds, Putnam, Janus Funds, Nature Conservancy, United Way of America


Required Reading Materials:
All course readings and PowerPoint slides will be posted on blackboard and updated as needed. The readings include articles from law reviews, management journals, and ethics journals, as well as the most current on breaking corporate cases from The Wall Street Journal, The New York Times, The Washington Post, and various business magazines.

Attendance policy: Students should attend all classes in order to participate and fulfill their responsibilities on case assignments and to interact with the instructor, guest speakers, and their fellow students.

Class preparation and participation: In addition to preparing and presenting their own case assignments, students should also read relevant materials in order to ask questions of other students and to respond to questions in class.
Those enrolled in the course form a learning community with responsibilities for others as well as oneself. This class forms a learning community of its own. It is assumed that everyone shares a responsibility to maximize the learning experience for all in the class. Each student should strive to contribute to class discussion. Participation will be evaluated as to quality and quantity. Comments that reflect knowledge of the reading material and any critical evaluation of that material will be much more highly valued than simply opinions on any issues being discussed. Convictions of all varieties will be respected, but those convictions should be grounded in some analysis or knowledge of the issues under examination. There are two opportunities to contribute to class discussion. First, students may participate during class. Thus class attendance and participation are considered critical to the success of the course. Students must assume responsibility for reading material and preparing cases prior to class. Since participation will be scored, failure to attend class will result in a loss of participation points. If students are unable to attend class, they should inform the instructor before class. Students are also required to join discussion threads on Blackboard. A series of questions will be posted at various times throughout the course, related to each course topic.

Grading structure:
Percentage range Letter grade Grade point
95.0%-100.0%............……A.............……..4.0

90.0%-94.9%........….....….A-.............…….3.7

87.6%-89.9%.........…..…...B+...........……..3.3

83.0%-87.5%.............…….B .............…….3.0

80.0%-82.9%...............…...B-.............…….2.7

76.7%-79.9%..............……C+............…….2.3

73.4%-76.6%...............…...C.............……..2.0

70.0%-73.3%...............…...C-.............…….1.7

66.7%-69.9%..............……D+...........……..1.3

63.4%-66.6%...............…...D….............…..1.0

60.0%-63.3%...............…...D-.............…….0.7

0.0%-59.9%................…... F..............…….0.0

Class Schedule and Assignments

Corporate Governance Models (March 27)
Posted readings
*Ernie Englander and Allen Kaufman, “The End of Managerial Ideology:

From Corporate Social Responsibility to Corporate Social

Indifference,” Enterprise, September, 2003.

*Jean-Pierre Poussard, Dominique Philon, and Philippe Zarlowski,

“Towards a Convergence of the Shareholder and Stakeholder

Models,” Corporate Ownership and Control, Spring 2005.


Legal Foundation of Corporate Governance (March 29)

Posted articles on:

Business Judgment Rule

Duties of Directors


*Thomas Rivers, “How To Be Good: The Emphasis on Corporate

Directors’ Good Faith Duty in the Post-Enron Era,” Vanderbilt Law



Review, March, 2005.

*Sarah Helene Duggin and Stephen M. Goldman, “Restoring Trust in

Corporate Directors: The Disney Standard and the ‘New’ Good

Faith,” American University Law Review, December, 2006

*Paul Hilton and Michael Benitez, “Fiduciary Duties of Corporate Directors:

Recent Case Law Developments,” The Colorado Lawyer,

December, 2003

David H. Cook, “The Emergence of Delaware’s Good Faith Fiduciary Duty:

In re Emerging Communications, Inc. Shareholder Litigation,”

Duquesne University Law Review, Fall, 2004.

J. Robert Brown, Jr., “The Irrelevance of State Corporate Law in the

Governance of Public Companies,” University of Richmond Law

Review, January, 2004.

History and Operation of the Corporate Board (April 3 & 5)
Guest Speaker:
Ronald L. Zall

Berenbaum, Weinshienk & Eason, P.C.

Founding Board Member, National Association of Corporate Directors

Executive in Residence, Daniels College of Business


Posted Readings:
“Does Your Board Measure Up?” Business & Finance Magazine,

August 12, 2004

Franklin A. Gevurtz, “The Historical and Political Origins of the Corporate

Board of Directors,” Hofstra Law Review, Fall, 2004.

Robert B. Lamm, “The Psychology and Culture of the Boardroom,”

Corporate Governance, December, 2004.

Craig A. Peterson and James Philpot, “Women’s Roles on U.S. Fortune

500 Boards: Director Expertise and Committee Memberships,”

Journal of Business Ethics, Spring, 2006.

Rachel A. Fink, “Social Ties in the Boardroom: Changing the Definition of

Director Independence to Eliminate ‘Rubber-Stamping’ Boards,”

Southern California Law Review, January, 2006.

Jeffrey A. Sonnenfeld, “What Makes Great Boards Great,” Harvard



Business Review, September, 2002.

Corporate Governance Scandals (April 10)
Posted articles on various cases
*Floyd Norris, “Hollinger’s Board: Most Irresponsible Ever?” Chicago Daily

Law Bulletin, September 2, 2004

*Daniel J.H. Greenwood, “Enronitis: Why Good Corporations Go Bad,”



Columbia Business Law Review, 2004.

*Charles M. Elson and Christopher J. Gyves, “The Enron Failure and

Corporate Governance Reform,” Wake Forest Law Review, Fall,

2003.


*Malcolm Gladwell, “The Formula: Enron, Intelligence, and the Perils of

Too Much Information,” The New Yorker, January 8, 2007.



The Role of the Board of Directors in Enron’s Collapse, Report Prepared

by the Permanent Subcommittee on Investigations of the

Committee on Governmental Affairs, U.S. Senate, July 8, 2002.

Jerome S. Fons, White Paper on Rating Competition and Structured



Finance, Parts 1 and 2, 2008.

“Shell Games at Royal Dutch/Shell: Will They Affect Corporate

Governance in Europe?” Wharton Knowledge, April 7, 2004.

Cristina Michelle DeCelestino, “Krispy Kreme, Sarbanes-Oxley, and

Corporate Greed,” University of Miami Business Law Review,

Summer, 2007.



Corporate and Executive Liability (April 12)
Posted readings on:

Executive criminal liability

Arthur Andersen, Enron, WorldCom, Tyco, Bristol-Myers Squibb

Cases


Deferred prosecution agreements

Corporate monitors


*Christopher A. Wray and Robert K. Hur, “Corporate Criminal Prosecution

in a Post-Enron World: The Thompson Memo in Theory and

Practice,” American Criminal Law Review, Summer, 2006

Wilson Meeks, “Corporate and White-Collar Crime Enforcement: Should

Regulation and Rehabilitation Spell an End to Corporate Criminal

Liability?” Columbia Journal of Law and Social Problems, Fall,

2006.

E. Norman Veasey, former Chief Justice of Delaware, “A Perspective on



Liability Risks to Directors in Light of Current Events,” Corporate

Governance, February, 2005.

Kathleen F. Brickey, “In Enron’s Wake: Corporate Executive’s on Trial,”



Journal of Criminal Law & Criminology, Winter, 2006.

*Benjamin M. Greenblum, “What Happens to a Prosecution Deferred?

Judicial Oversight of Corporate Deferred Prosecution

Agreements.” Columbia Law Review, October, 2005.

Raymond L. Friedlob, “WorldCom and Enron Directors’ Recently

Proposed Settlements: The New Reality of Personal Liability for

Directors”

Kulbir Walha and Edward E. Filusch, “Eliot Spitzer: A Crusader Against

Corporate Malfeasance or a Politically Ambitious Spotlight Hound?

A Case Study of Eliot Spitzer and Marsch & McLennan,”



Georgetown Journal of Legal Ethics, Summer, 2005.

Public Policy and Regulation (April 17 & 19)
Posted articles on:

SEC and state regulation

Interest Groups

Sarbanes-Oxley Act and Criticisms


*Robert A. Prentice, “The Inevitability of a Strong SEC,” Cornell Law

Review, May, 2006.

*Donald C. Langevoort, “The Social Construction of Sarbanes-Oxley,”



Michigan Law Review, June 2007.

Roberta S. Karmel, “Realizing the Dream of William O. Douglas – The

Securities and Exchange Commission Takes Charge of Corporate

Governance,” Delaware Journal of Corporation Law, 2005.

Michael T. Burr, “SEC Gains Power, Prestige in Post-Enron Era,”

Corporate Legal Times, December, 2004.

Three chapters from The Sarbanes-Oxley Debacle, American Enterprise

Institute

*Lucian A. Bebchuk and Assaf Hamdani, “Sarbanes-Oxley Governance

Issues: Federal Corporate Law and Lessons from History,”

Columbia Law Review, November, 2006.

*Craig S. Lerner and Moin A. Yahya, “’Left Behind’ after Sarbanes-Oxley,”



Regulation, Fall, 2007.

Miriam Milquelon Weismann, “Corporate Transparency or Congressional

Window-Dressing? The Case against Sarbanes-Oxley as a Means

to Avoid Another Corporate Debacle: The Failed Attempt to

Revive Meaningful Regulatory Oversight,” Stanford Journal of Law,

Business & Finance, Autumn, 2004.

CRA International, Sarbanes-Oxley Section 404 Costs and



Implementation Issues, April 17, 2006.

*“The Trial of Sarbanes-Oxley,” The Economist, April 20, 2006.

Stephen Wagner and Lee Dittmer, “The Unexpected Benefits of

Sarbanes-Oxley,” Harvard Business Review, April, 2006.

*John Holcomb, “Impact of Sarbanes-Oxley Act,” The Wall Street Journal

blog.


The Conference Board Commission on Public Trust and Private

Enterprise, Recommendations, 2003.

*Mark J. Roe, “Delaware’s Politics,” Harvard Law Review, June, 2005.

Marcel Kahan and Edward Rock, “Symbiotic Federalism and the Structure

of Corporate Law,” Vanderbilt Law Review, October, 2005.

Daniel J.H. Greenwood, “Democracy and Delaware: The Mysterious Race

to the Bottom/Top,” Yale Law & Policy Review, Spring, 2005.

U.S. Securities and Exchange Commission Office of Inspector General,



Executive Summary: Investigation of Failure of the SEC to Uncover

Bernard Madoff’s Ponzi Scheme, August 31, 2009.

Videos: Regulators

Kudlow Panels and Interviews

Executive Compensation (April 24 & 26)

Posted articles on:

CEO compensation

Pfizer, Home Depot, and other cases

Stock option policies

Backdating controversy and prosecutions

New SEC regulations
*Jeffrey N. Gordon, “Executive Compensation: If There’s a Problem,

What’s the Remedy? The Case for ‘Compensation Discussion and

Analysis’,” Iowa Journal of Corporation Law, Summer, 2005.

*John E. Core, Wayne R. Guay, and Randall S. Thomas, “Is U.S. CEO

Compensation Inefficient Pay without Performance?” Michigan Law

Review, May, 2005.

*Stephen M. Bainbridge, “Book Review Essay: Executive Compensation:

Who Decides? Pay without Performance, The Unfilled Promise of

Executive Compensation,” by Lucian Bebchuk and Jesse Fried,



Texas Law Review, May, 2005.

*Randall S. Thomas, “Explaining the International CEO Pay Gap: Board

Capture Or Market Driven?” Vanderbilt Law Review, May, 2004.

*Stephen M. Bainbridge, “Is ‘Say on Pay’ Justified?” Regulation, Spring,

2009.

*Charles M. Elson and Christopher J. Gyves, “In re Caremark: Good



Intentions, Unintended Consequences,” Wake Forest Law Review,

Fall, 2004.


Supplementary Readings:
Andrew C.W. Lund, “What Was the Question? The NYSE and Nasdaq’s

Listing Standards Requiring Shareholder Approval of Equity-

Compensation Plans,” Connecticut Law Review, November, 2006.

Ruth Bender and Lance Moir, “Does ‘Best Practice’ in Setting Executive

Pay in the UK Encourage ‘Good’ Behaviour?” Journal of Business

Ethics, Spring, 2006

Jessica Guynn, “Corporate Watchdog Has Both Bark and Bite: Apple and

Backdating of Options,” San Francisco Chronicle, May 20, 2007.

Matthew Bishop, Nick Lemann, Joann Lublin, and Jerry Useem, “The

Media and Executive Compensation: A Panel Discussion,” Iowa

Journal of Corporation Law, Summer, 2005.

Shumeet Banerji, “A Better Way to Fix Banker’s Pay,” Strategy+Business,

November 2, 2009.

Corporate Restructuring, Turnarounds, and Leadership (May 1)
Guest speaker:
Robert Vanourek

Author


Former CEO, Sensormatic Electronics Corporation
Posted Readings:
*Robert Vanourek, “Call to the Post”

*Robert Vanourek, “Stewards”

*Eric M. Pillmore, “Fixing Up Tyco,” Harvard Business Review, December,

2003.


*Russell K. Burbank, “The Classic Five-Step Turnaround Process: Case

Study of ProdiGene, Inc.,” The Journal of Private Equity, Spring,

2005.

*William J. Hass and Shepherd G. Prior IV, “The Board’s Role in



Corporate Renewal,” The Journal of Private Equity, Spring, 2005.

Alexei Barrionuevo, “From MCI, a Lesson in Corporate Complacency,”



New York Times, February 15, 2005.

Loren Steffy, “He Has the Gift of Turning Lemons into Lemonade,” The



Houston Chronicle, July 16, 2004.

Griff Witte, “MCI to Have Split CEO, Chairman: Capellas to Lose a Title

with End of WorldCom,” Washington Post, March 17, 2004.

Leslie Cauley, “CEO Leads Troubled Tyco into Turnaround,” USA Today,

January 24, 2005

k
Internal Dynamics, Corporate Culture, and Executive Succession (May 3)


Posted articles on:

Executive ousters at Disney, AIG, Morgan Stanley, Home Depot,

and Hewlett Packard

Executive succession policies at GE, Coca-Cola, McDonalds

CEO participation on corporate boards

Leadership and corporate governance


*Charles M. Elson, “Separation Anxiety,” Harvard Business Review,

October, 2004.

*Per-Olaf Karlsson and Gary L. Neilson, “CEO Succession 2008:

Stability in the Storm,” Strategy + Business, May 26, 2009.

*Per-Olaf Karlsson, Gary L. Neilson, and Juan Carlos, “CEO Succession

2007: The Performance Paradox,” June 1, 2008.

*Ram Charan, “Ending the CEO Succession Crisis,” Harvard Business

Review, February, 2005.

*Jim Collins, “Level 5 Leadership: The Triumph of Humility and Fierce

Resolve,” Harvard Business Review, July/August, 2005.

Simon A. Rodell, “Plumbing in the Boardroom: Plugging Boardroom Leaks

Through a Good Faith Duty of Confidentiality,” Florida Law Review,

July, 2007.

Mark Hurd, CEO of Hewlett-Packard, “Testimony before the U.S. Senate,”

September 28, 2006.

David Nosal, “The Impact of Public Scrutiny on CEOs and Boards,”

Executive Insights, Korn/Ferry International.


Board Audit Committee and Crisis Management (May 8)
Guest Speaker:
Raymond L. Friedlob
Lathrop & Gage, LLP

Former Audit Committee Chair, Echostar Communications


Posted articles on:

Regulation of audit function

Role of PCAOB

Role of audit committee


Penny Sukhrai, “Investors Question Audit Committee Knowledge,”

Accountancy Age, March 6, 2008.

*Benton Ives, “Risk and Regulation,” CQ Weekly, March 17, 2008.

Roundtable, “To Weather the Crisis, Start with the Basics: Audit

Committee Issues Conference,” Directorship, April-May, 2009.

*Roundtable, “Audit Committee and Risk Management: What the Credit

Crisis Has Wrought,” Directorship, April-May, 2008.

*Ira M. Millstein and George Vojta, “Financial Disaster Recovery: A Private

Sector Agenda for Risk Management,” Directorship, December,

2008.

Vikas Bajai and Julie Creswell, “A Lender Failed. Did Its Auditor?” New



York Times, April 13, 2008.

David Enrich, “Audit Panels Face Reckoning In Credit Mess,” Wall Street



Journal, April 8, 2008.

Amy L. Goodmanand and Gillian McPhee, “Watch Your Watcher: Audit

Committees Are Facing Stricter Mandates to Oversee Outside

Auditor,” Legal Times, November 15, 2004



Recent Governance Conflicts and Non-profit Governance (May 10)
Posted articles on:

Staff/board relationships

Roles of nonprofit directors

*Helmut K. Anheier and Nuno Themudo, “Governance and Management

of International Membership Organizations,” Brown Journal of

World Affairs, Winter/Spring, 2005.

*Christine Letts, Effective Foundation Boards: The Importance of Roles,

John F. Kennedy School of Government, Harvard University

Working Paper No. RWP05-054, October, 2005.

*Niki Jagpal and Julia Craig, Learning from Madoff: Lessons for

Foundation Boards, National Committee for Responsive

Philanthropy, 2009.



Progress Report, Smithsonian Governance Policies, April, 2008

U.S. Government Accountability Office, Smithsonian Institution: Board of



Regents Has Implemented Many Governance Reforms, but

Ensuring Accountability and Oversight Will Require Ongoing

Action, Report to the Chairman, Committee on Rules and

Administration, U.S. Senate, GAO-08-632, May, 2008.

Susan Greco, “Do Not Disturb: Private Companies,” Corporate Counsel,

March, 2005.




Ethics and Legal Compliance (May 15)
Guest Speaker:
Douglas G. Scrivner

Former General Counsel, Corporate Secretary, and Compliance Officer

Accenture
Posted readings on:

Corporate codes of conduct

Corporate culture

Legal Compliance Programs

Ethics Codes and Training
*W. James McNerney, Jr., “Turning Ethics and Compliance Into a

Competitive Advantage,” The Conference Board 2006 Ethics and



Compliance Conference, April 27, 2006.

*Donald C. Langevoort, “Internal Controls after Sarbanes-Oxley: Revisiting

Corporate Law’s ‘Duty of Care as Responsibility for Systems,’” Iowa

Journal of Corporation Law, Spring, 2006.

“Corporate Compliance Programs,” Ethisphere, January, 2007.

Note: “The Good, the Bad, and Their Corporate Codes of Ethics: Enron,

Sarbanes-Oxley, and the Problems with Legislating Good

Behavior,” Harvard Law Review, May, 2003.

Paul E. McGreal, “The Amended Organizational Sentencing Guidelines:

Top Ten Things Attorneys Should Know.” Houston Lawyer,

March/April, 2005.

Gary M. Brown, “Resisting Temptation: New Sentencing Guidelines Prod

Companies to Take Ethics More Seriously,” Legal Times,

November 15, 2004.

Robert G. Morvillo and Robert J. Anello, “White-Collar Crime: Corporate

Compliance Programs No Longer Voluntary,” New York Law

Journal, December 7, 2004.

Marianne M. Jennings, “Incorporating Ethics and Professionalism Into

Accounting Education and Research: A Discussion of the Voids

and Advocacy for Training in Seminal Works in Business Ethics,”



Issues in Accounting Education, February, 2004.

Janus Investment Fund Code of Ethics for Principal Officer and Senior

Financial Officers, last revised January 2, 2006.

Betsy Stevens, “Corporate Ethical Codes: Effective Instruments for

Affecting Behavior,” Journal of Business Ethics, Spring, 2007.

Henry Adobor, “Exploring the Role Performance of Corporate Ethics

Officers,” Journal of Business Ethics, Spring, 2006.

Surenda Arjoon, “Striking a Balance between Rules and Principles-based

Approaches for Effective Governance: A Risks-based Approach,”

Journal of Business Ethics, Spring, 2006.

Lisa A. Stewart, United Technologies Corporation: Running a Global



Ethics and Compliance Program, Business Roundtable Institute for

Corporate Ethics Case BRI-1001.

Code of Ethics, United Technologies Corporation

Global Corporate Governance (May 17)

Posted readings on:

Comparative governance standards

Governance models in other countries

Sovereign wealth funds and foreign investors

U.S. investor pressures in overseas companies

Scandals in foreign firms
*George S. Dallas and Hal S. Scott, Mandating Corporate Behavior: Can

One Set of Rules Fit All? Monograph of a conference sponsored

by Harvard Law School, Standard & Poor’s, and Business Week,

2006.

*George S. Dallas, “Country Influences on Individual Company



Governance,” Chapter, 2003.

*F & C Investments, Responsible Investment Report, 2008.

Johanne Grosvold, Stephen Brammer, and Bruce Rayton, “Board

Diversity in the UK and Norway: An Exploratory Analysis,” Business Ethics: A European Review, October, 2007.

James L. Gunderson, “Board Practices at Dutch and French Companies

Listed in the U.S.” Monograph, 2007.

Allison Dabbs Garrett, “Themes and Variations: The Convergence of

Corporate Governance Practices in Major World Markets,” Denver



Journal of Law and Policy, Spring, 2004.

Merritt B. Fox and Michael A. Heller, “Lessons from Fiascos in Russian

Corporate Governance,” New York University Law Review, 2000.

Lorenzo Segato, “A Comparative Analysis of Shareholder Protections in

Italy and The United States: Parmalat as a Case Study,”

Northwestern Journal of International Law and Business, Winter,

2006.


*Mark Landler, “Norway Keeps Nest Egg From Some U.S. Companies,”

New York Times, May 4, 2007.

Mark D. West, Why Shareholders Sue: The Evidence from Japan,

University of Michigan John M. Olin Center for Law and Economics

Paper #00-010.

Jennifer G. Hill, “Regulatory Responses to Global Corporate Scandals,”

Wisconsin International Law Journal, Summer, 2005.

Reforms in Corporate Governance Practices (May 22)
Guest Speaker:
Dan Sweeney

Director, Institute for Enterprise Ethics

Former Director, Center for Corporate Excellence
Posted articles on:

Board and corporate culture

Board leadership and Independent Chairs

Compensation Reforms

Shareholder and Stakeholder Relations
Bernard Taylor, “Leading the Boardroom Revolution,” Corporate

Governance: An International Review, October, 2004.

*David A. Nadler, “Building Better Boards,” Harvard Business Review,

May, 2004.

*Cary Coglianese and Michael L. Michael, After the Scandals: Changing



Relationships in Corporate Governance, John F. Kennedy School

of Government, Harvard University Faculty Working Paper RWP06-

024, June, 2006.

Standard & Poor’s Commentary Report, Corporate Governance Enters



New Era: Looks Beyond Regulation, Toward Strategic Enterprise

Oversight, November 17, 2005.

George Dallas, Relationships with Nonfinancial Stakeholders Key to



Linking Corporate Responsibility with Corporate Governance,

Standard & Poor’s Commentary Report, November 17, 2005.

Daniel J. Sweeney, Beyond Governance.
Shareholders and Shareholder Activism (May 24 & May 29)
Guest Speaker on May 29:
Courteney Keatinge

Analyst


Glass Lewis, Inc.
Posted articles on:

Power of shareholders

Comparative corporate governance and shareholders

Shareholder resolutions on governance

Shareholder lawsuits

Role of institutional shareholders and mutual funds

Shareholder advisory services and rating systems
*John C. Coffee, Jr. “Reforming the Securities Class Action: An Essay on

Deterrence and its Implementation,” Columbia Law Review,

November, 2006.

*Stephen M. Bainbridge, “Reshaping the Playing Field: Will Investor

Activism Change Corporate Governance and Benefit

Shareholders?” Regulation, Winter, 2008-2009.

*Lucian Bebchuk, “The Case for Shareholder Access: A Response to the

Business Roundtable,” Case Western Reserve Law Review,

Spring, 2005.

*Leo E. Strine, Jr., “Toward A True Corporate Republic: A Traditionalist

Response to Bebchuk’s Solution for Improving Corporate America,”

Harvard Law Review, April, 2006.

John C. Coffee, Jr. “The Future of the Private Securities Litigation Reform

Act: Or, Why the Fat Lady Has Not Yet Sung,” Business Lawyer, August, 1996.

Peter Elkind, “The Fall of America’s Meanest Law Firm,” Fortune,

November 3, 2006.

Lucian A. Bebchuk, “The Case for Increasing Shareholder Power,”



Harvard Law Review, January, 2005.

Stephen M. Bainbridge, “Response to Increasing Shareholder Power:

Director Primacy and Shareholder Disempowerment,” Harvard Law

Review, April, 2006.

Stephen M. Bainbridge, “The Case for Limited Shareholder Voting Rights,”



UCLA Law Review, February, 2006.

Iman Anabtawi, “Some Skepticism about Increasing Shareholder Power,”



UCLA Law Review, February, 2006.

Jason M. Loring and C. Keith Taylor, “Shareholder Activism: Directorial

Responses to Investors’ Attempts to Change the Corporate

Governance Landscape,” Wake Forest Law Review, Spring, 2006.

Robin Mayns Cowles and Brandon Meyer, Shareholder Activism:

Proactive Defense and Informed Response, ICR Corporate

Governance White Paper, 2008.

“Creating ‘A Bigger Mess?’ Battle Lines Are Drawn on the Proxy Access

Rule,” Wharton Knowledge, September 2, 2009.



Institutional Investor Policies and Corporate Governance (May 31)
Guest speaker:
Meredith Williams

Executive Director


Greg Smith

CFO and General Counsel

Colorado Public Employees Retirement Association
Posted articles on Institutional Shareholders and Shareholder Advisory

Firms
*Michael T. Burr, “Shareholders Revolt! Shareholder Power Is Here to

Stay,” Corporate Legal Times, February, 2005.

*Cecily O’Connor, “Getting It Right: Face to Face with Meredith Williams,”



Pensions & Investments, February 19, 2007.

*Armand Picou and Michael J. Rudach, “Does Good Governance Matter

to Institutional Investors? Evidence of Corporate Governance

Guidelines,” Journal of Business Ethics, Spring, 2006.

“Corporate Governance by the Numbers: It Doesn’t Work,” Wharton

Knowledge, 2004.

David E. Larcker, Scott A. Richardson, and Irem Tuna, “Does Corporate

Governance Really Matter?” Wharton School White Paper, June,

2004.


*Joel Chernoff, “Country Restrictions Cost CalPERS Plenty,” Pensions &

Investments, March 19, 2007.

Project Reports (June 5)



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