LAWE 721

An overview of corporate governance today and the frauds that prompted the Sarbanes-Oxley Act of 2002 (`SOX`), particularly WorldCom and Enron. Includes most of the major SOX reforms and related changes in stock exchange listing standards. Also treats selected topics such as CEO pay, activist investors (such as hedge funds), investments by sovereign foreign wealth funds, and the role of attorneys in corporate governance today. In addition, considers what the recent credit crisis tells us about corporate governance and addresses the increasing role of government as a direct investor in corporations and as a newly empowered regulator of decisions that boards of directors and CEOs used to make by themselves. Each student must prepare a paper, putting it through two drafts and producing a final that meets all upper level writing requirement criteria. Students take no exam.