This seminar will explore the legal framework under which corporations are governed as well as consider contemporary issues in corporate governance. We will examine the duties and responsibilities of directors and officers of business corporations. Whose interests do directors and officers represent in governing and managing the affairs of business enterprises? Under what legal principles do they operate and how are they held accountable to shareholders or others? A number of high profile business failures, some involving accounting improprieties and criminal wrongdoing, as well as issues of escalating executive compensation unrelated to financial performance, have brought recent scrutiny to the laws and principles that govern public companies. Consequently a number of reforms have been suggested by shareholder activist groups and others intended to improve public company governance and performance. We will consider the nature, costs and benefits of such proposals.