Global concerns about climate change, economic security and the resiliency of critical supply chains, coincide with increasing questioning of the role of publicly traded corporations. This concern manifests itself in calls for corporations to respect the interests of an ever-expanding network of stakeholders. Terms such as SDG or ESG reflect the belief that corporations are in reality, fiduciaries, and are obligated to strive for sustainable profits by jettisoning “short-termism” and taking into account long-term sustainability in the contexts of the environment, social justice and other goals. Accordingly, boardrooms are increasingly facing demand and navigating complex social issues pressures from stakeholders to address an expanding list of challenges far beyond the classical ambit of a corporation’s purpose. The course will explore the new board focus to integrate social issues into corporate decision-making and analyze two developing trends. The first is the re-examination of the role of corporations and which governance model is best for the modern corporation – shareholder, stakeholder or enhanced shareholder. Which model can achieve ESG/SDG better? Alternatively, are there disadvantages to obligating corporations to expand their mandates? What are the advantages and disadvantages of this new focus? The second trend is the increasingly enhanced oversight responsibilities on corporate directors using the exemplar of Delaware law to analyze the ramifications of this trend. Oversight was classically looked at as a “duty of care” violation while it is now conceptualized within the parameters of the duty of loyalty which exposes directors to personal liability. Directors have an enhanced oversight obligation with respect to consumer safety and “mission critical” functions. Students will examine these issues in the contexts of various jurisdictions increasing their knowledge of comparative governance. 

Students interested in Corporate and Securities, and Environmental Law may find the course of particular interest. 

Relevant SDGs: 3, 6, 8, 13

1. Identify the various corporate governance and board structure (one-tier, two tier) models  
2. Discuss and debate the role of publicly traded corporations and changing expectations
3. Summarize the corporate director duty of oversight in China and the United States 
4. Review the new enhanced obligations of directors in the U.S. as it relates to ESG
5. Analyze and debate the advantages and disadvantages of the enhanced obligations of directors as it relates to ESG
6. The above will be done within the contexts of improving oral English skills and critical thinking. Students will reflect on their classmates’ opinions and learn how to critically analyze those opinions. 

Combination of lecturing and discussion.

1. Attendance: 20%;
2. participation and 80% exam.

None.

Respective instructor or TA via email.