Corporate Governance and Investment Banking
This course will introduce students to the corporate governance and finance and capital market laws and best practices of various jurisdictions and to the role of international economy and politics in those areas through readings and analysis of relevant materials, including empirical studies on the corporate ownership and capital market structure.
The course will begin with an introduction to corporate governance in general and comparative corporate governance in particular as a new discipline of legal scholarship in the United States and in other countries. The class will cover the issues of international regulatory competition and arbitrage, cross-listing and bonding hypothesis, and international implications of the US Sarbanes-Oxley Act and Dodd-Frank Act.
This course will also introduce students to the basics of the law and business of global investment banking, and to the role of legal and investment professionals in the financial services industry and corporate governance and finance. Studies on recent developments in the capital markets and financial services industries in various jurisdictions will be followed by case studies on the history and business activities of major financial institutions of the world, including Goldman Sachs, UBS, Carlyle, and Deutsche Bank.
After that, the instructor will draw introductory studies on corporate governance from Germany, Switzerland, Sweden, Russia, Japan and Korea, and explore with the students how and why the respective corporate and securities laws of these countries are converging with those of the United States. The class will also look into corporate governance of some representative international companies in those jurisdictions, including Berkshire Hathaway, Disney, Volkswagen, Gazprom, and family-controlled public companies in those jurisdictions, including Porsche, Wallenberg, and Samsung.
The course will also address recent hedge fund activism case such as P&G from the perspectives of special situations practices of investment banks. In addition, the course will address corporate environmental and social responsibilities through studying such recent case as ExxonMobil and analyzing stewardship codes around the world with their impacts on the shareholders' meeting. Further, the course will evaluate BlackRock's new ESG policy statement in comparison with the holding of Dodge v. Ford Motor. With that the course concludes discussing the role of corporate governance in social developments in emerging jurisdictions.
For details on class times, days of the week, instructors, and grading and exam details, please view the Michigan Law Class Schedule.