CORPORATE LAW SEMINAR

NEW SEMINAR EMPHASIZES CLASSIC RESEARCH IN CORPORATE LAW

Innovative seminar co-taught by Professors Robert Rasmussen, Michael Simkovic and D. Daniel Sokol takes a foundational approach

By Leslie Ridgeway A new seminar created by three USC law professors takes a reflective approach to building strategic skills, relating modern corporate governance innovations to iconic research by leading scholars of corporate law.

The Corporate and Commercial Law Seminar is co-taught by Professors Robert Rasmussen, Michael Simkovic and D. Daniel Sokol. The seminar features an impressive lineup of established and emerging corporate law scholars including Mark Roe of Harvard University, Emilie Aguirre of Duke University, Douglas Baird of University of Chicago, Margaret Blair of Vanderbilt University, and Robert Jackson of New York University, former commissioner of the Securities and Exchange Commission.

Rasmussen, Simkovic and Sokol came up with the seminar while discussing a list of classic works in corporate and commercial law that they consider mustreads for every student or practitioner.

“It’s hard to appreciate that the consensus view could change again without looking back historically and seeing how these ideas changed in previous decades,” says Simkovic. “There are a lot of echoes and similarities in our time.”

From left to right: Robert Rasmussen, Michael Simkovic and D. Daniel Sokol

For example, the ESG movement (environmental, social and governance investing), which focuses on the role of companies in improving society, is not a recently-devised concept, says Rasmussen.

“By looking at the classics, we see people have been wrestling with these ideas for decades,” he says. “And these are not just academic debates. One student said while she was a summer associate, she was asked to draft corporate governance documents that included ESG terms. We were able to show her the history behind these things. It’s not just a policy matter but a matter of practice.”

The faculty believe the seminar’s foundational approach is essential for young lawyers as they grow in their careers and assume roles where they can influence important business decisions.

“The advantage of a seminar is that you can think deeper thoughts, not just about the day-to-day of being a lawyer – but as you reach the partner level or general counsel level, you’re thinking these strategic thoughts all the time,” says Sokol. “We are giving them the tools to understand these issues, to have an analytical framework and address the potential risks for a client or business.”

The seminar introduces students to established works, works in progress and presentations from practitioners. Students interact with guest speakers, draft reaction papers to scholarly arguments about the structure of corporate governance and discuss the different players within that structure.

The faculty hope to offer the seminar over several years, highlighting the philosophical questions and moral thinking guiding business law — and to spark the same excitement for business law that scholarly articles and academicians inspire in themselves.

“I’ve read many of these articles at least 10 times, and every time I find additional nuggets. There’s something beautiful about rereading older texts and finding something new each time,” says Sokol.