This class will provide a detailed and practical education on the functions of corporate boards—and fiduciary duties of directors—in those types of complex circumstances where decision-making process and judgments are critical and, sometimes, the difference between the success and failure of the enterprise. Drawing from the lessons of real-world case studies and taught from the firsthand experiences of principals and professionals who were involved, issues covered will meet at the intersection of business strategy, law, and corporate finance with stakeholder value and board governance being omnipresent considerations.
The content will include original case materials with guest speakers providing an “in-person” view to the board room as directors address high-stakes matters including, in some cases, situations in which the co-teachers were either principals as board members, officers, financial and legal advisors.
Select topics to be covered will include, among others:
- Overview of Corporate Governance and the Board’s Oversight Functions;
- Board Building and Evolution: How Boards are Built at IPO, How Boards Change Over Time as the Company Evolves;
- Activism Investing and Governance: How Large Activist Funds Invest, Consider Proxy Fights, and Conduct Board Refreshment;
- The Board and Change-in-Control M&A;
- Distressed Company Boards and Distressed Investor Influence on Board Governance;
- Boards in Crisis Management Situations Including Distressed Situations and Chapter 11; and
- Governance in Controlled or Dual Stock Companies.
