Corporate Boards and Governance Class Offers Inside View into Business Leaders' World

Black-letter corporate law became a living, breathing organism for business and law students in the Corporate Boards and Governance class recently taught by Hillary Sale, the Walter D. Coles Professor of Law and professor of management. In the course, Sale’s students learn about the principles and processes by which a company is governed, from the perspective of the Board of Directors.   

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“Coming into the class, my thoughts on corporate governance were centered around the role of the lawyer as outside counsel,” says recent graduate Amanda Stein, JD ’14.

“This class helped me see that no matter how much time you spend thinking about rules and regulations, corporations are dynamic institutions made up of individuals who think about rules and regulations within the context of all sorts of emerging issues,” adds Stein, who is currently clerking for Vice Chancellor Sam Glasscock III at Delaware Court of Chancery.

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The seminar, which is open to both law and MBA students, features guest speakers who share their real-life experiences as business leaders. As part of the seminar, Sale divides the students into teams, each of which is assigned a publicly held company in St. Louis. The groups have written memos about each company on such topics as financial reporting, risk management, and board diversity.

Rising third-year law student Annie Murawski was a member of the team assigned to Express Scripts. She said the chance to review the quarterly and annually financial statements, known as 10Qs and 10Ks, made it easy to see the company’s focus and how that focus influences its decisions on risk management and other financial issues.

More valuable than the corporate documents, though, were the guest speakers, who serve on boards or work directly with board members. Students had the chance to pick a speaker’s brain for insights into how boards can influence corporate culture or how their diversity is a reflection on the company.

“The experiences of the guest speakers represent a variety of companies and approaches, giving the students a real sense of how the law plays out in the business world,” Sale says. “Being exposed to board members and CEOs, and other leaders can also help students develop a sense of confidence and professionalism when interacting with them.”

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Murawski says that the breadth of knowledge speakers bring is a definite highlight. “The cases we read in class helped to flesh out the law, but, at least for me, it didn’t really gel until hearing about investor relations from individuals who are in the C-suite and/or the board room,” she says. “Individuals on boards and in the C-suite can take on a sort of mythical quality: it’s easy to see them as inaccessible power players. Being exposed to an array of CEOs, CFOs, board members, etc., really serves to humanize them.”

Hearing the perspectives of board members also has helped students see how they could fit into the corporate culture. Recent graduate Craig Fitch, JD ’14, was assigned to a team studying Monsanto. He learned to digest the annual and quarterly reports from both a business and legal perspective. He entered law school knowing he was interested in the intersection of business and law, but says Sale’s class has helped define and refine those interests.

“It is only because Professor Sale is so well-connected that we are able to hear from such high-level practitioners and business leaders,” says Fitch, who is currently pursuing an LLM. “As a student who is trying to define what type of career I want to pursue, it is extremely valuable to have someone like Professor Sale helping me to understand the potential opportunities and different paths available.”

Rubbing shoulders with board members now could also give students an advantage over their competition in the job market. “There’s a big concern in the law firm world that recently-graduated law students don’t understand basic business concepts, even though many of their clients are businesses,” Murawski says. “Courses like this one help law students to feel more comfortable interacting with business persons and business jargon, which can only help us in our careers.”
 

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Guest speakers for Corporate Boards and Governance  

  • Andrew Knight, Assistant Professor of Organizational Behavior, Olin Business School
  • Victoria Holt, CEO, Proto Labs; Director, Waste Management, Inc.
  • Rakesh Sachdev, Chief Executive Officer, President, and Director, Sigma-Aldrich Corporation; Director, Regal-Beloit Corporation
  • Eileen Kamerick, CFO and Chief Human Resources Officer, Press Ganey Associates, Inc.; Director, Westell, Associated Banc-Corp, Legg Mason Closed End Mutual Funds
  • David Kemper, CEO, Commerce Bancshares, Inc.
  • Jean Paul Montupet, Director, PartnerRE, Lexmark Int’l, Wabco Holdings, Assurant Inc., and HIS Inc.
  • John Stroup, Chief Executive Officer, President, and Director, Belden Inc.; Director, Rexnord Corporation, RBS Global Inc., Barry-Wehmiller Companies, Inc.
  • Kimberly Walker, Chief Investment Officer, Washington University; Director, Commerce Bancshares, Inc.

Summer 2014