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Fall 2015/Spring 2016 - Comparative Corporate Governance and Financial Regulation

Mondays (4:30pm-6:30pm)

COURSE DESCRIPTION

This seminar will provide students with the opportunity to learn about cutting-edge issues in corporate governance and financial regulation from a global perspective. The course will be taught by Professor Jill Fisch in conjunction with a partner seminar at Goethe University in Frankfurt. Penn Law and German students will share a common syllabus and participate in several joint sessions.

The course will introduce students to US corporate governance and regulation, including the key legal questions, institutional players and capital market forces. The course will then introduce comparative materials, focusing primarily on Germany and the European Union. The course will consider the strengths and weaknesses of different regulatory approaches as well as the extent to which these differences are the product of differences in business culture, corporate ownership and market structure. Possible covered topics include:

  1. Executive Compensation: Levels, Structure, and Regulation
  2. Executive Compensation: A Comparative Case Study of Mannesmann vs. Disney
  3. Gender diversity on corporate boards
  4. The manner in which corporate law and financial regulation are made – case law, corporate governance codes, and European legislation
  5. Stakeholder v. Shareholder capitalism
  6. Structure of Corporation Ownership and Control Mechanisms: Who owns big corporations and how ownership structure affects governance
  7. One-tier vs. two-tier board system: The Role of Boards and Directors
  8. Notable governance failures: Enron, Siemens and beyond
  9. The role of activist shareholders
  10. Securities regulation and enforcement
  11. The role of private litigation

Students will write five short (2-5 page) reaction papers during the fall semester based on the assigned readings. The course will culminate with a research project focusing on a specific topic. US and German students will partner on a topic, jointly write a paper that includes the US perspective, the German perspective and a critical analysis of the differences. Students will present their joint work during the final seminar meeting in Frankfurt.

During the fall semester (November 3-8. 2015), students from Goethe University will travel to Penn Law and attend a joint meeting of the seminar. The students will also participate in a variety of field research in the United States, Participation in the US programming will be open to the Penn law students but optional, and students should seek permission from their professors for any missed classes resulting from such participation.

During spring break (March 5-12, 2015), students from Penn Law will travel to Frankfurt to meet with their German partners and to present their research projects jointly to the seminar. The group will then travel to Brussels for meetings with important stakeholders and to engage in field research on EU corporate law and financial regulation.

SCHEDULE COMMITMENTS

The seminar will meet primarily during the fall semester (Monday 4:30pm-6:30pm) and for approximately five additional sessions in the spring semester. The spring semester classes will be scheduled to avoid conflicting with students’ regularly scheduled classes. In addition to the regular class meetings, students will meet during the make-up window on Wednesday November 4th. In addition, the students will work independently for the first two months of the spring semester to complete their research projects for presentation in joint sessions during spring break. Students will be expected to coordinate with their partners via skype and the internet. Students will receive a total of five credits for the seminar – three in the fall and two in the spring.

Students must participate in the week-long field research visit taking place over spring break (March 5-12, 2016, approximately). In order to be eligible for this class, students must be able to attend the entirety of the visit. There will be no exceptions for late arrivals or early departures. Students who arrive late or depart early may be subject to failing the course.

TRANSPORTATION COSTS, TRIP FEES, AND FINANCIAL AID

Students will be responsible for arranging and paying for their own transportation to/from Europe. Students must arrive on the specified date and remain with the group until the end of the program.

In addition to airfare, students will be charged a $900 program fee (for accommodations, in-country transportation and other programmatic expenses.) The trip fee assumes double occupancy accommodations. Single occupancy accommodations may be available by request for an additional fee. Some meals and cultural excursions will be covered by the program fees, but students will be expected to cover additional meals, sightseeing activities and incidental expenses.

Penn Law will provide partial or full financial aid to qualifying students. Students are also able to increase their loans to cover costs associated with this trip. After enrollment is determined, students seeking financial aid will be asked to provide a separate letter explaining the basis for their need. Financial aid decisions will be made in a timely fashion to allow students to drop the course should they wish to.

HOW TO APPLY

This class is open to 2L, 3L, and LLM students. Corporations or the permission of the instructor is a prerequisite. Students seeking to enroll who have not taken Corporations should contact Professor Fisch directly by email.

The application deadline is July 17, 2015. In order to be considered for the seminar, students must follow the instructions provided via the online form below. Applicants must upload a short personal statement (of no more than 500 words) describing their reasons for wanting to take this class and their interest in the topic, together with a resume or CV. Students who are seeking to enroll without having taken corporations at Penn should include a description of their prior exposure to corporate law.

Application Instructions