Corporate governance is frequently overlooked in companies' day-to-day operations -- but in a crisis, corporate governance, and the resulting disputes, can determine the fate of a public company. This course will cover the major battlefields of corporate governance in public companies, with particular emphasis on the arenas where corporate governance can have the most acute effect: shareholder activism and hostile M&A. Students will explore the evolution of hostile M&A into modern day shareholder activism, the various flavors of shareholder activism, how activists select target companies, and how companies collaborate with or defend against an activist approach. Other governance topics may include the evolution of power from management to the board to shareholders, the battles to ingrain "shareholder rights" within corporate America, and the emergence of ESG. Students will also engage in a simulation of a shareholder activism fight. This course is intended for students interested in a hands-on introduction to corporate governance and shareholder activism, drawing on both corporate law and finance. Prior coursework in corporate law is helpful but not required. An introduction to the relevant law will be included in the first classes. This course is open to SLS, GSB and other graduate-level students. Non-Law student registration information is available at https://law.stanford.edu/education/courses/non-law-students/. Elements used in grading: Attendance, class participation, written assignments, final paper.
2 units · Law Honors/Pass/Restrd Cr/Fail
Corporate governance is frequently overlooked in companies' day-to-day operations -- but in a crisis, corporate governance, and the resulting disputes, can determine the fate of a public company. This course will cover the major battlefields of corporate governance in public companies, with particular emphasis on the arenas where corporate governance can have the most acute effect: shareholder activism and hostile M&A. Students will explore the evolution of hostile M&A into modern day shareholder activism, the various flavors of shareholder activism, how activists select target companies, and how companies collaborate with or defend against an activist approach. Other governance topics may include the evolution of power from management to the board to shareholders, the battles to ingrain "shareholder rights" within corporate America, and the emergence of ESG. Students will also engage in a simulation of a shareholder activism fight. This course is intended for students interested in a hands-on introduction to corporate governance and shareholder activism, drawing on both corporate law and finance. Prior coursework in corporate law is helpful but not required. An introduction to the relevant law will be included in the first classes. This course is open to SLS, GSB and other graduate-level students. Non-Law student registration information is available at https://law.stanford.edu/education/courses/non-law-students/. Elements used in grading: Attendance, class participation, written assignments, final paper.