University of Miami School of Law Course Description - Online System
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Spring 2016

Course Description
The seminar focuses on how different jurisdictions deal with the reality that a public corporation inevitably involves a separation between the management of the business and those who are the owners or at least have the rights to residual profits. This is the fundamental problem of corporate governance. Corporate governance refers more specifically to the structures that determine the relative interests and rights of shareholders and the powers, duties and liabilities of corporate officers, directors and controlling persons. The seminar concentrates on the corporate governance structures of the United States, the United Kingdom, Germany, France, The European Union, and Japan, all of which are among the ten largest economies in the world. After an introduction to Comparative Law and Civil Law for students not familiar with those subjects, the seminar will consider the choice of law governing public, often multinational, corporations; the corpoate governance structures that inevitably involve some division of powers and duties among shareholders (controlling or public), directors and management; the role of corporate governance codes adopted by government or other bodies; and special issues such as remuneration, insider trading and extraordinary transactions like mergers and acquisitions. Each student will be requred to lead a class discussion on one of the weekly topics (after the introductory topics). Each student will be required to submit a paper comparing the law on a significant aspect of corporate governance in at least one foreign jurisdiction (not necessarily one of those listed) with that of the United States and another foreign jurisdiction among those listed. The paper topic, may, but is not limited to, the topic assigned for class presentation. The seminar grade is based primarily on the paper and the presentation, but will take into account participation in class discussions of the initial materials and the papers presented by other students.

Course Schedule
Dates Day Time Room
01-11-2016 - 04-20-2016   R  3:30 PM-5:20 PM A110A

Course Frequency

Course Information

Credits: 2
Pass/Fail Option: No
Method of Evaluation: Paper and Class Presentations
Graduation Requirements Fulfilled By Course:
Writing Requirement
Special Attributes: None
Special Restrictions:
Law Track(s): None
Bar Subject(s): None
Concentration(s): None

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Contact Information:
Phone: (305)284-2961
Office: G266