Daniels college of business mission statement
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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:
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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 Integrity – http://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:
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:
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,”
J. Robert Brown, Jr., “The Irrelevance of State Corporate Law in the Governance of Public Companies,” University of Richmond Law
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,”
Craig A. Peterson and James Philpot, “Women’s Roles on U.S. Fortune 500 Boards: Director Expertise and Committee Memberships,”
Rachel A. Fink, “Social Ties in the Boardroom: Changing the Definition of Director Independence to Eliminate ‘Rubber-Stamping’ Boards,”
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,”
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,”
*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,
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
Posted articles on: CEO compensation Pfizer, Home Depot, and other cases Stock option policies Backdating controversy and prosecutions New SEC regulations
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
*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
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
Shumeet Banerji, “A Better Way to Fix Banker’s Pay,” Strategy+Business, November 2, 2009.
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
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
*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,”
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
*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
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
Corporate codes of conduct Corporate culture Legal Compliance Programs Ethics Codes and Training
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
“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
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,”
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
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
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,”
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,”
Director, Institute for Enterprise Ethics Former Director, Center for Corporate Excellence
Board and corporate culture Board leadership and Independent Chairs Compensation Reforms Shareholder and Stakeholder Relations
*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.
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
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,”
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
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:
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
Firms
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
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)  |