Corporate Governance, Ethics & Compliance (Halper/Singer)
Faculty
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| Jason Halper Adjunct Professor of Law jason.halper@cwt.com |
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| Guy Singer Adjunct Professor of Law gsinger@orrick.com |
Additional Information
Skills Training
Oral Presentations
Grading
25% Participation,
75% Paper
With Permission of Instructor
Papers should be approximately double in length, or around 20 pages, to satisfy the senior writing requirement.
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
M 4:30PM - 6:20PM
Silverman Hall 240A
Category
Upper-Level
Credits
2.0
By now the names of companies that have had to confront a full-blown crisis caused by allegations of significant employee misconduct are familiar. Examples include the Enron, WorldCom and Adelphia accounting frauds; revelations sparked by the #metoo movement of harassment at companies including Wynn Resorts, Miramax, Google, Pixar and others; data privacy breaches at Facebook and other social media companies; climate change-related misconduct such as Volkswagen "cheating" to pass diesel emissions tests or companies misstating their progress on climate change initiatives such as net-zero carbon emissions; and companies paying hundreds of millions if not billions of dollars to resolve Department of Justice inquiries alleging violations of the Foreign Corrupt Practices Act.
Regardless of the particular alleged misconduct at issue -- whether involving any or all of ESG concerns, FCPA violations, accounting fraud, sexual harassment or some other wrongdoing -- a common denominator is a failure of corporate controls, which are the standards, processes, and structures across an organization that serve to identify or address potential risks to the corporation. Faced with today’s vigorous regulatory climate, companies and individuals are looking to establish and strengthen all areas of their governance and compliance processes, procedures, and structures as well as to foster a culture of ethics and compliance.
Corporate Governance, Ethics, and Compliance is intended for students interested in how companies attempt to foster a culture of ethical conduct, try to prevent internal misconduct, and respond appropriately when employee wrongdoing occurs. The course will explore this topic by focusing on some of the most pressing governance, ethical and compliance issues confronting companies today, including the proper make-up and functioning of a board of directors; how boards and senior management can foster an atmosphere conducive to diversity and inclusion at the board and employee levels; climate change/sustainability risk assessment, preparedness and disclosure; appropriate responses to shareholder activism; compliance issues related to foreign bribery, money laundering, insider trading, cyber-crime and data privacy; best practices for addressing instances of wrongdoing within a corporation and handling a business crisis; the potential pros and cons of corporate social responsibility programs; and attempts to foster a culture of ethics and compliance within a competitive business organization and industry.
The course will emphasize issue recognition and application of governance, ethical and compliance obligations and principles using real world situations. The course focuses primarily on for-profit, publicly traded corporations, and this year will increasingly focus on situations raising ESG concerns. Students are challenged to understand the system and structure in which corporations function and to think critically about the framework for effective corporate governance, ethics and compliance.
Lively class participation is expected of everyone in this course, and class attendance is required. All assigned reading material will be provided via Files uploaded to Canvas. There is no textbook. The course grade will be based on class participation worth 25% of your grade, and an end-of-semester take-home paper of approximately 10 pages (plus any exhibits) worth 75% of your grade.
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.