Corporate Governance

Walter Effross is a superb teacher and succeeds in making a sometimes dry subject interesting to students. Corporate Governance contrasts schools of thought, explaining the conflicts between such theories as contractarianism and communitarianism, and such emerging academic approaches as empiricism and behavioral economics. The text includes excerpts from only the most important sections of judicial decisions along with their relevant factual and procedural context. Extensive notes address the reactions to decisions from other courts, commentators, counsel, and executives. Dozens of examples ripped from the headlines, excerpted from actual corporate documents, and drawn from popular culture illustrate key principles and spark class discussions. More than one hundred suggestions for paper topics are especially useful for participants in research and writing seminars. An appendix categorizes and details more than eighty separate initiatives that shareholder activists and commentators have proposed. A wide range of excerpts from corporate documents and court decisions interpreting these materials help students translate the caselaw and learn drafting techniques.

The Second Edition reflects legislative, regulatory, judicial, and Fortune 500 developments since mid-2009 as well as new examples from corporate documents, the Great Books, and popular culture. Detailed coverage of new and emerging topics includes discussion of the governance of nonprofit corporations the emerging types of social enterprises such as benefit corporations, B corporations, and flexible purpose corporations; the board s responsibility to rein in the cyber-risks raised by hackers, e-mails, Web sites, and social media; and the implications for directors, officers, and counsel of new research on avoiding common cognitive traps that compromise decision-making in situations of risk and uncertainty. The Second Edition explores governance changes wrought by the financial crisis and reform legislation; the responsible corporate officer doctrine, the honest services doctrine, and other theories of executive liability; issues raised by crowdfunding; and the consequences of the Citizens United decision removing limits on companies independent political expenditures. New appendices give detailed advice on identifying, developing, refining, and researching topics for articles and on using the publishing process to invigorate one s professional network and career.