It is widely believed that failures in corporate governance – the institutional structures, practices and legal rules through which corporations are governed – were among the key causes of the global financial crisis of 2008-09 and, before that, the corporate accounting scandals of the early 2000s. These crises placed intense public scrutiny on the existing corporate governance mechanisms and led to the introduction of a wide array of reform proposals, some of which were implemented through federal legislation (the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act of 2010) and through SEC rulemaking. This seminar will provide an overview of the dominant academic theories of corporate governance and examine some of the ongoing legal and policy debates about the efficacy and adequacy of the recent wave of corporate governance reforms. Topics include: shareholder access, board structure and representation, executive compensation, the role of institutional investors, the use of proxy advisers, hedge fund activism, the regulation of gatekeepers, and the nexus between disclosure obligations and corporate governance practices. Students will be required to complete a seminar paper. Prerequisite: Law 230. Business Associations, another introductory course in corporate law, or permission of instructor.