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Course Details

Corporate Ethics, Compliance, and Social Responsibility (Halper/Singer)

Fall 2024   LAW 704-001  

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Faculty
Jason Halper

Adjunct Professor of Law

jhalper@velaw.com
Guy Singer

Adjunct Professor of Law

gsinger@mwe.com
Additional Information

Skills Training
Oral Presentations

Grading
25% Participation,
75% Paper

Satisfies Senior Writing Requirement

No
Papers should be approximately double in length, or around 20 pages, to satisfy the senior writing requirement.

Location

Class meets in person.

Course Continuity
Students are encouraged to stay home if you are ill or experience flu-like symptoms. If you miss a class for any reason, it is still your responsibility to make up the work missed.

I offer the following to students who miss class due to illness:

- If you are absent, due to illness or some other unavoidable circumstance, email me and I can ask for volunteers among your classmates to share their notes with you.

- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.

- If you are absent due to illness or some other unavoidable circumstance, email me and I can make PowerPoint slides or other class materials available to you.

- Please make an appointment to meet with me and I will review/answer questions about what you missed.

Meeting Times/Location
T 10:30AM - 12:20PM
Gittis Hall 214

Category
Upper-Level

Credits
2.0

This course addresses the ethical, legal and social responsibility challenges facing modern global corporations. We approach this topic from the perspectives not only of corporate directors and officers, but various other stakeholders as well, including shareholders, employees, suppliers, customers and the communities and natural environments in which companies operate or on which they have an impact.

First, through an ethical lens, we consider the overarching purpose of the corporation and the ethical dilemmas faced by individuals within the corporate structure where there is no often is no clear cut answer or legal requirement. These issues could arise in many different contexts, such as whether it is legally or ethically permissible to misstate or omit information in business dealings or consumer or employee communications; can a corporation pursue an initiative that promotes environmental or social welfare but does not maximize profits for shareholders; conversely, should a company remain within the bare minimum of strict compliance with law even where by doing so its operations are causing adverse climate, societal or stakeholder effects; or is it acceptable to knowingly violate a law that is unlikely to be enforced against the corporation.

Second, through a compliance lens, we consider the role of compliance and compliance officers in the modern corporation. Covered concepts include setting the tone at the top and tone in the middle, corporate culture, internal controls, codes of conduct, risk assessment, helplines/hotlines and training. We will address these issues in the context of the laws in which these issues frequently arise, such as the FCPA, anti-money laundering statutes, privacy laws, cybersecurity threats, and workplace discrimination. We will also address whistleblowers, internal investigations and the role of the board of directors and audit committee in corporate compliance.

Third, through a social responsibility lens, we consider the demands or legal requirements being placed on corporations by a variety of stakeholders (shareholders, employees, customers, suppliers, creditors, and communities) or via legislation and regulation to address environmental, social, and governance (ESG) issues as part of their daily business operations. The “E” in ESG will be a significant focus, as we consider from both law and ethics perspectives various challenges presented by climate change, such as whether financial firms should continue to invest in fossil fuels, whether ESG issues are material, and the risks surrounding “greenwashing” and “greenhushing.” Among other things, we will look at how institutional and activist investors have treated environmental and social issues, best practices for measuring and disclosing environmental and social matters, the partisan divide in the U.S. around how companies and investors should appropriately treat climate considerations, and the development of laws, regulations and policies that permit or mandate companies to assume obligations to promote social and environmental goals.

Corporate Ethics, Compliance and Social Responsibility is intended for students interested in how companies and their employees confront and navigate difficult ethical issues, attempt to foster a culture of ethical conduct, try to prevent internal misconduct, and go beyond legal or regulatory requirements to address ESG issues, with an emphasis on climate change. The course will explore this topic by focusing on some of the most pressing ethical, compliance and ESG issues confronting companies today, including how boards and senior management can balance obligations to shareholders with considerations of other stakeholders; climate change/sustainability risk assessment, preparedness and disclosure; compliance issues and best practices related to foreign bribery, money laundering, insider trading, cyber-crime and data privacy; addressing instances of wrongdoing within a corporation.

Course Concentrations

Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.

International and Comparative Law Learning outcomes: Demonstrate a core understanding of international and comparative law, both substantively and procedurally; Perform legal analysis in the context of international and comparative law; Communicate effectively on topics related to international and comparative law; Demonstrate an understanding of the role of international and comparative law, and their interconnection with domestic law.

Environmental Law Learning outcomes: Demonstrate a core understanding of environmental law; Perform legal analysis in the context of environmental law; Communicate effectively on topics related to environmental law; Demonstrate an understanding of how environmental law affects other areas of law.

Administrative and Regulatory Law Learning outcomes: Demonstrate a core understanding of administrative and regulatory law and the administrative process, including the role of statutory authorization and work of administrative agencies; Perform legal analysis in the context of administrative and regulatory law; Communicate effectively on topics related to administrative and regulatory law; Demonstrate an understanding of the role administrative and regulatory law play in our legal system and in society as a whole.

Professional Responsibility and Ethics Learning outcomes: Demonstrate an understanding of how the law affects, and is affected by, the individual course topic; Perform legal analysis in the context of the individual course topic; Communicate effectively on the legal and other aspects of the individual course topic; Demonstrate the ability to use other disciplines to analyze legal issues relevant to the individual course topic, including economics, philosophy, and sociology, as appropriate.

Equity and Inclusion Learning outcomes: Demonstrate a core understanding of the varied legal aspects of equity and inclusion; Perform legal analysis in the context of topics related to equity and inclusion; Communicate effectively on the legal aspects of equity and inclusion; Demonstrate an understanding of how equity and inclusion are connected to and affected by a wide variety of legal and regulatory structures and doctrines.