Stephen Garvey has written and taught in the areas of capital punishment, criminal law, and the philosophy of criminal law. Following his graduation from Yale Law School, Professor Garvey clerked for the Hon. Wilfred Feinberg of the U.S. Court of Appeals for the Second Circuit, then practiced in the Washington, D.C., firm of Covington & Burling. He joined the Cornell Law School faculty in 1994. Professor Garvey’s current scholarship focuses on substantive criminal law.
Overview and Courses
When it comes to corporate governance, a thorough and applicable understanding of the roles, rights, and interactions at play is crucial.
This certificate program introduces you to the structures and characteristics of business organizations, such as limited liability companies, partnerships, and corporations, so you can understand how they are formed, operated, and governed. You’ll study key elements of corporate governance law, enabling you to anticipate and respond to the concerns of various stakeholders within your organization.
You will analyze the roles and duties of corporate directors, management, and shareholders, and apply the laws surrounding fiduciary duties and the business judgment rule to various simulated corporate transactions or decisions. You’ll then determine how to avoid and reduce the risk of criminal liability arising within an organizational setting and apply this practical knowledge to business decisions.
You will also establish ways to minimize potential disruptions, honing the ability to navigate internal and external investigations into possible wrongdoing to a successful and efficient close. Ultimately, by building a plan to respond to anticipated questions and concerns from all types of stakeholders, you’ll be prepared to put your newfound knowledge into practice in your organization and beyond.
You will have six months to complete the required elements for this certificate program, but this flexible approach allows you to finish sooner based on your schedule.
If you own a business, have ever thought about starting a business, or have the opportunity to buy into a business in the future, you will want to understand the personal implications the business structure may have for you.
In this course, you will look at how different types of business entities are structured in the U.S. and examine the pros and cons of business structures for different individuals in different circumstances. You’ll do a deep dive into corporations, which are the most common business entities, especially for large and complex businesses. You’ll also define the limits of the corporate structure by exploring the economic and social purposes of corporations along with what happens when an individual who owns or controls a corporation abuses their position of power.
Whatever your circumstances, this study will provide you with the tools to identify the relevant actors in any business structure, understand their rights and responsibilities, and see where you fit in.
Whether you have the opportunity to serve on a corporate board, you’re tasked with preparing a presentation to a board and its shareholders, or you own equity and want to understand your rights, it’s important for you to recognize how to work within the constraints of corporate laws. In this course, you will look at the framework for decision making within a corporation; specifically fiduciary duties, which are the duties that corporate directors and officers owe to the shareholders.
You will also become more familiar with current challenges to the traditional notion that the directors and officers are the agents of the shareholders and only the shareholders, a way of thinking that has resulted in the belief that directors and officers have no duty other than to maximize shareholder profits. In recent years, however, there has been backlash to this concept, leading to widespread recognition that individuals in charge of corporate decision making have some obligation to take into account ethics, the community, and the environmental impact of their actions. You’ll examine the implications of this shift and determine how the rules affect you.
Organizations always seek to avoid and reduce the risk of criminal liability for both individuals within the organization and for the organization as an entity. You will begin this course by identifying the sources of individual and corporate criminal liability in an organizational setting. This includes reviewing the federal criminal process and distinguishing between corporate and personal liability.
You will then explore the importance of criminal intentionality, or mental state. You’ll examine mental state terminology and how it serves to define criminal behavior. Finally, you’ll discover the importance of having a solid ethics and compliance program by reviewing the elements of a successful compliance program and recognizing the impact it can have on reducing your organization’s exposure to criminal liability and lowering fines.
In the event that you or others in your organization suspect a crime has been committed, there are a number of steps that can be taken to protect the company as well as procedures that can be adopted to avoid similar issues in the future.
You will begin this course by recognizing the function, course, and consequences of an internal investigation. You’ll review the steps that take place in an internal investigation and identify what you should do in case you’re asked to be investigated.
You will then explore what happens when the Department of Justice becomes involved in your investigation through a grand jury. You’ll choose the best course of action when you first encounter the Department of Justice and gain a clear sense of what a grand jury investigation entails.
Finally, you will apply the lessons from this course to evaluate criminal liability in an insider trading case. You’ll explore the sources of insider trading law and analyze an insider trading case to determine whether criminal actions have taken place.
eCornell’s online Workshops are live, interactive 3-hour learning experiences led by Cornell faculty experts. These premium short-format sessions focus on AI topics and are designed for busy professionals who want to gain immediately applicable skills and strategic perspectives. Workshops include faculty presentations, breakout discussions, guided hands-on practice, and downloadable resources.
The AI Workshops All-Access Pass provides you with unlimited participation for 6 months from your date of purchase. Whether you choose to attend one workshop per month or several per week, the All-Access Pass will allow you to customize your AI journey and stay on top of the latest AI trends.
Workshops cover a range of cutting-edge AI topics applicable across industries, hosted by Cornell faculty at the forefront of their fields. Whether you are just getting started with AI, seeking to build your AI skillset, or exploring advanced applications of AI, Workshops will provide you with an action-oriented learning experience for immediate application in your career. Sample Workshops include:
- Work Smarter with AI Agents: Individual and Team Effectiveness
- Leading AI Transformation: Bigger Than You Imagine, Harder Than You Expect
- Using AI at Work: Practical Choices and Better Results
- Search and Discoverability in the Era of AI
- Don’t Just Prompt AI – Govern it
- AI-Powered Product Manager
- Leverage AI and Human Connection to Lead Through Uncertainty
How It Works
Time Commitment
40 hours with 6 months of access at your own pace
Engagement
100% self-paced
Power Your Career
Gain today’s most in-demand skills to stand apart.
Flexibility Fits Your Life
Learn on your schedule without stepping out of your job.
Personalized Facilitation
Receive expert feedback and guidance.
Real-world Projects
Apply learning and insights to your work to make an impact right away.
Learn From Top Minds
Courses are developed by Cornell faculty.
Time Commitment
40 hours with 6 months of access at your own pace
Engagement
100% self-paced
Power Your Career
Gain today’s most in-demand skills to stand apart.
Flexibility Fits Your Life
Learn on your schedule without stepping out of your job.
Personalized Facilitation
Receive expert feedback and guidance.
Real-world Projects
Apply learning and insights to your work to make an impact right away.
Learn From Top Minds
Courses are developed by Cornell faculty.
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Faculty Authors
A. Robert Noll Professor of Law, Cornell Law School
Celia Bigoness
Clinical Professor of Law
Cornell Law School
Celia Bigoness is a Clinical Professor of Law and founder of the Entrepreneurship Law Clinic, Cornell’s first transactional law clinic. In addition to teaching at the Entrepreneurship Law Clinic, Professor Bigoness teaches “Introduction to Transactional Lawyering” and organizes the annual Cornell Law School Transactional Lawyering Competition. Before joining Cornell, she spent seven years practicing corporate law at Sullivan & Cromwell LLP in New York, London, and Paris. Her experience includes project finance, leveraged finance, capital markets, and mergers and acquisitions. Professor Bigoness received her J.D. from Yale Law School, where she was editor-in-chief of the Yale Journal of International Law, and her A.B. from Harvard.
Key Course Takeaways
- Analyze why different business entities have different stakeholders, along with the pros and cons of choosing one entity over another
- Assess which stakeholders are involved in major business decisions and have legal responsibility over decisions made by the company
- Anticipate what types of information an organization's stakeholders require before making a particular business decision
- Evaluate how corporate social responsibility affects corporate decision making and directors’ fiduciary duties
- Avoid and reduce the risk of criminal liability arising within an organizational setting for both individuals within the organization and the organization as an entity
- Facilitate internal investigations conducted by inside or outside counsel, minimizing potential disruption to the organization
- Assess which scenarios allow deference to officer business judgment and which will indicate shareholder or board voting
What You'll Earn
- Corporate Governance Certificate from Cornell Law School
- 40 Professional Development Hours (4.0 CEUs)
Watch the Video
Hear eCornell students share their stories.
Who Should Enroll
- Executives
- Board members
- Founders and entrepreneurs
- Accountants
- Auditors
- Investment bankers
- Professionals working with boards of directors
- Professionals working in highly regulated industries
- Professionals working with lawyers
Explore Related Programs
“Cornell Law’s program helped me do a better job in my current position AND helped me advance in my career. The courses do a great job of walking you through high-level and mid-level legal concepts — which has been beneficial for both my professional and my personal life.”
Beth L.
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Purchase Options
3900
$3,900
Corporate Governance
| Select Payment Method | Cost |
|---|---|
| $3,900 |
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