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251 sec. 1 - Comparative Corporate Governance (Spring 2012)
Instructor: Richard M. Buxbaum (view instructor's teaching evaluations | profile)
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Meeting Time: W 6:25-8:15
Meeting Location: 244
Course Start: January 11, 2012
Course Control Number (Non-1Ls): 49744
Corporate Governance, while an umbrella term of ill-defined character, is the single most interesting element of corporation law discourse today -- and the one for which comparative treatment is the most useful. It also is the concept through which legislative and judicial norms move from classic principal-agent issues in the owner-manager context to a wider set of stakeholder issues ranging from worker and creditor to community, ecological and even human rights concerns with corporate power. In terms of the labels, Corporate Governance thus moves to Corporate Social Responsibility, but treats even those issues from the "internal" perspective; that is, whether corporation-law rules (not "external" rules such as worker or consumer protection)can accommodate these broader concerns. Finally, Corporate Governance is the field par excellence within which to discuss hard law -- rules -- and soft law -- norms -- as appropriate forms of law.
We will use a Reader that provides both primary and secondary materials on this subject, and pay attention to both the historical development of the concept of Corporate Governance and to the economic and other policy implications of moving Corporation Law in this direction. In comparative terms, the (state and federal) US law, European Community (and some Member State) law, and East Asian and, if appropriate, Latin American law will be discussed; as will the soft-law norms of some important intergovernmental and private international professional bodies.
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A reader will be used in this class.
Instructor has indicated that no books will be assigned.