Seminar on Corporate Governance. Prerequisite: Law 7101. This seminar will provide an opportunity for students to explore issues of corporate governance, examining how publicly held corporations are organized internally and regulated externally. Topics could include: the composition of the board, and the functions and powers of directors and officers in publicly held corporations; the composition and functions of board committees, such as the audit committee; the scope of the duty of care and the business judgement rule problems of reliance on others, etc.; the role of directors and shareholders in transactions in control and tender offers; and derivative actions. The particular focus of the seminar may vary; accordingly, academic credits awarded will range from two to three semester hours depending upon the scope and depth of the research subject selected by the instructor. A written research paper will be required, which will satisfy the writing requirement.