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.
Fiduciary Duties of Directors
and OfficersCornell Course
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'll 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.
Key Course Takeaways
- Anticipate what types of information an organization's stakeholders require before making a particular business decision
- Analyze the risk/reward trade-off of any decision from the viewpoints of various stakeholders
- Evaluate how corporate social responsibility affects corporate decision making and directors' fiduciary duties
- Assess which scenarios allow deference to officer business judgment and which indicate shareholder or board voting
Download a BrochureNot ready to enroll but want to learn more? Download the course brochure to review program details.
How It Works
Who Should Enroll
- Board members
- Founders and entrepreneurs
- Investment bankers
- Professionals working with boards of directors
- Professionals working in highly regulated industries
- Professionals working with lawyers