Autumn Semester 2021
All dates and times to be determined
Frank M. Placenti ’79 — Debate – Societal Influences on Corporate Governance The Purpose
Using the 1984 and 1997 Business Roundtable (BRT) Statements on Corporate Governance and its 2019 Statement of Corporate Purpose as a framework, the class will examine how social attitudes prevailing in each of those time periods are reflected in the BRT pronouncements, with a goal of demonstrating that corporate governance principals are shaped by forces beyond the law. Students will be asked to review materials regarding the fundamental duties of corporate directors and then address the question: “to whom are those duties owed?” How have societal attitudes about corporate social responsibility changed over the years and are those changes influencing decisions in the boardroom? Should they? What is the purpose of the corporation in society? Whose interests does it serve? If a board seeks to serve both the financial interests of shareholders while attempting to positively influence other “stakeholders,” is it seeking to serve multiple masters? Can it sustain itself for the long haul while doing so? Without doing so?
Dan D. Sandman ’73 and John Mills — Corporate Governance Law
(Co-Taught) This course examines the role of in-house counsel in a major U.S. corporation. Topics of study include corporate organization, litigation management strategies, legal compliance, attorney-client privilege, the role of the Corporate Secretary, annual reports and annual meetings, among others.
Norman Nadorff — Drafting International Commercial Documents
When asked to describe courses that he teaches, Professor Nadorff, who has 37 years of experience in international oil and gas transactions, informally calls them, “How I Do My Job 101”. This course focusses on effective drafting and editing of international commercial documents, using the international petroleum industry and its agreements as the backdrop.
Norman Nadorff, Marjorie Duffy, and Blake Rohrbacher — Stockholder Litigation
(Co-Taught) This course, which is part of the Distinguished Practitioners in Residence Program, focuses on stockholder litigation. Students will build on existing knowledge of core legal principles and develop an understanding of how those concepts apply in stockholder litigation, beginning with a pre-litigation stockholder demand for inspection of books and records through the filing of a plenary complaint alleging breaches of fiduciary duty by a board of directors. Students will analyze legal issues from both the plaintiff and defense perspectives, using recent case law to illustrate how legal concepts are applied to real-world facts.
Frank Ray and Dan D. Sandman ’73 — Mediation of Complex Commercial Dispute
Description: (Co-Taught) Drawing on professional perspective and knowledge offered by Dan D. Sandman of Pittsburgh, a former General Counsel of U. S. Steel Corporation, and Frank A. Ray of Columbus, a litigator who tried numerous civil cases to verdict from coast to coast, this two-person team will present a compressed educational experience that describes and assesses approaches and strategies for successful mediation of complex commercial disputes. In addition to traditional lectures at the outset of each phase of the course, students will engage in interactive exchanges with the instructors and with accomplished guest presenters. On the fourth and fifth days of the course, students will participate in mock mediation sessions. Mr. Sandman and Mr. Ray will work with students to examine the psychology and methodology for a lawyer’s optimization of successful mediation for a commercial client. They will also review and evaluate substantive preparation by a mediator to deal with dynamics of high profile business disputes. The course will explore a mediator’s execution of facilitative and/or evaluative strategies to guide companies’ decision makers to achievement of binding and final settlements.
Scott V. Simpson and Lorenzo Corte — Intro to International Mergers & Acquisition
(Co-Taught) This course examines the legal, business and strategic complexities connected to the development of a merger or acquisition involving U.S. public companies and (primarily) European acquirers. Materials focus on comparing U.S. and European domestic law regulation of M&A practice, the development of stock purchase agreements and joint ventures, fiduciary responsibilities of Boards of Directors, representations and warranties, accounting and tax aspects of the multiple business relationships, and the strategic lawyering initiatives, governed by professional ethics, that are used to explore and conclude such transactions. Two major case studies integrate the course materials.
Spring Semester 2022
Andrea Shemberg — Business and Human Rights for Business Lawyers
In 2011 the UN Human Rights Council unanimously endorsed human rights responsibilities for companies for the first time in history. Since that time, business legislation and norms on human rights are increasingly being developed worldwide, and increasingly lenders and investors are looking at human rights risks as part of their own due diligence practices. These norms impact business no matter where they operate. This course aims to give students a practical understanding of how human rights are relevant to businesses and how businesses embed respect for human rights into core business activities. It offers a unique opportunity to learn how to apply the UN Guiding Principles on Business and Human Rights (UNGPs) in practice from a member of the UN drafting team. The course will offer students a broad awareness of international and domestic business and human rights standards that they can take directly into practice. This highly interactive course requires active participation from students. Lecture, discussion, case studies, roleplays and games will be used to help students understand the application of human rights norms to business.
Carl Smallwood — Resolving Community Civil Rights Disputes
Resolving Community Civil Rights Disputes is a highly interactive course that will focus on multi-party negotiations, working in teams, group decision-making, and negotiating on behalf of organizations to solve complex problems, specifically when there are communities divided by civil rights disputes. In the context of both real case studies and simulations, we will address diverse public policy issues associated with communities grappling with civil rights issues. We will explore the roles of the federal government, local government leaders, advocates, law enforcement, and other community members in addressing these issues. We will also engage in dialogue and simulations to explore the role of mediators in supporting the work of local leaders at times of civil unrest. Civil unrest reflects deep divisions that can pose significant challenges and risks of harm, but civil unrest can also produce positive results if the pressure leads to policy and cultural change. In many instances, participants experience the divisions as intense and pervasive; yet remain optimistic that they can be resolved.