The seminar on corporate governance meets in the Autumn and Winter quarters and forms the core of the LL.M. Program in Corporate Governance & Practice. The course, designed to be taken in conjunction with Corporations in the fall, takes an economic approach to the analysis of corporate law. In particular, we ask why American corporation law has its particular structure. We will seek to understand how the separation of ownership and control produces agency costs, and the ways in which corporate law seeks to remedy these through techniques like disclosure, fiduciary duties and shareholder litigation, voting, and hostile takeovers. We will read and discuss ongoing debates among scholars and practitioners about the agency cost framework, the merits and limits of current legal policies, and the role of institutional arrangements like activist shareholders. We will also consider the relevance of these disputes, and the effectiveness of corporate law and governance more generally, in the context of a variety of real-life incidents, including the collapse of Enron and the 2008 financial crisis. No knowledge of economics is presupposed, so the course will also introduce basic economics and finance concepts necessary to understand these concepts. Some course sessions, largely in the Winter, will feature outside speakers who will complement the discussions with real-world examples drawn from practice. Attendance and active participation are important to the success of the seminar and an important factor in the overall grade. Students are expected to have carefully read and reviewed assigned materials in advance of each session. Students may be also asked to prepare brief presentations to help guide discussions. Students will be required to submit reflection papers (2 to 3 pages in length) that evaluate, critique, and discuss some or all of the key topics reviewed in the previous week's session. Elements used in grading: Class participation, attendance and assignments. This course is required for and limited to students in the Corporate Governance and Practice LL.M. Program.