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Spring 2027
LAW619  AW  CORPORATE GOVERANCE

Course Description
Who really controls a corporation? In this interactive seminar, we will explore how corporations make decisions, who holds the power, and how corporate leaders are held accountable. Rather than examining corporate governance solely through legal doctrine, we will consider the challenges from multiple perspectives, including those of board members, executives, institutional investors, shareholders, and regulators. No single perspective provides all the answers. Students will be challenged to consider not only what the law requires, but what they would recommend if they were advising different corporate stakeholders.

Using real-world controversies and current developments, we will examine board responsibilities and fiduciary duties, executive compensation, shareholder activism, institutional investors, corporate disclosure, sustainability, and emerging challenges involving artificial intelligence and technology. We will also explore comparative corporate governance, examining how different countries approach corporate accountability and how states such as Texas and Nevada are challenging Delaware's longstanding dominance.

Students will put theory into practice through guest speakers, interactive discussions, case studies, student presentations, and a simulated board meeting in which they will confront competing interests, evaluate difficult decisions, and experience the complexities of corporate governance firsthand.

This course satisfies the writing-credit requirement. Students will select a corporate governance issue of interest to research and develop into a substantial paper. Grades will be based on class participation (including presentations and interactive exercises), a draft paper, and the final paper.



Course Schedule
Dates Day Time Room
01-11-2027 - 04-19-2027   T  8:30 AM-10:30 AM DL

Course Frequency
Occasional course offering

Course Information

Credits: 2
Pass/Fail Option: No
Prerequisite: Business Associations
Grading: Graded
Method of Evaluation: Research paper, presentation, and class participation.
Graduation Requirements Fulfilled By Course:
Writing Requirement
Special Attributes: None
Course Delivery:
Online (all synchronous)
Special Restrictions:
Law Track(s): None
Bar Subject(s): None
Concentration(s):
Business Compliance and Sustainability (Area of Focus)   More information
Business Compliance and Sustainability (Concentration)   More information
The Business of Innovation, Law and Technology: BILT (Concentration)   More information
Course Book(s): TBD/None      
First Class Assignment(s): TBD/None

 
Professor(s)


Biography
Contact Information:
Email: mweldon@law.miami.edu
Phone: 305-284-6534
Office: G488