In this seminar, students will explore several of the most newsworthy developments in corporate governance as of late, spanning across boardroom dramas, legislative developments, and the impact of the ever-evolving imperatives of financial investors and strategic investors alike. Topics will include: the struggle over OpenAI, its atypical ownership and governance structure, and alternative structures; the collapse of Silicon Valley Bank and how it may be explained in part by the corporate governance of the bank itself and its depositors/borrowers; controlling shareholders and Shari Redstone’s struggle over CBS-Viacom (for which we’ll plan to invite a guest speaker); shareholder activism with an emphasis on hedge funds (for which we’ll plan to invite a guest speaker); state competition for incorporation outside of Delaware and the policy reasons and business case underpinning this; board composition, debates over the combined chairperson-CEO role, and teasing out director independence. Students will prepare for classes by reading law review articles and other legal analyses, news articles, and case studies. The course will be graded on the basis of class participation, weekly submission of discussion questions or responses as assigned, and primarily a final take-home writing project. Grading will be pass-fail.