It isn’t at all that surprising, in Enron’s wake, that business schools would start scrambling to provide new courses on the complicated world of corporate governance. In fact, at least one is already on the drawing board: New York University’s Stern School of Business will soon be offering an open-enrollment course for executives called “Fiduciary Duty of Corporate Directors and Officers.”
Still in its formative stages, the two-day, $1,850 course will be held in New York City in the fall and again next spring, with dates yet to be determined. “The course will focus on the legal, ethical, and financial responsibilities of corporate directors and officers,” says Jennifer Spry, director of non-degree programs at Stern. “It is going to take people beyond a general ethical and moral code to the specifics of the law,” she stresses.
Spry acknowledges that the course was developed as a response to the Enron debacle, in which the company’s directors, as well as its officers, have been excoriated by members of Congress. Still, she adds, fiduciary responsibility has always been a crucial component of good management.
While part of the course will be devoted to case analysis and discussion, the bulk of it will be how-to. “We really want to offer practical solutions instead of dealing with abstract principles,” says Jeff Kaplan, an adjunct professor at Stern who has put the course together and is also a lawyer at Arkin, Kaplan, and Cohen in New York. “We’ll teach participants what they need to know and do to stay out of trouble,” he stresses.
As a lawyer, Kaplan’s focus has been to design and install ethics-compliance programs for clients. “Over the last 10 years, I’ve seen many companies whose boards and officers really don’t have enough of an idea about what their fiduciary obligations are,” notes Kaplan. (Typically, state statutes and case law impose two types of fiduciary responsibilities on directors and officers: the duty to remain loyal to the corporation’s interests and the duty to exercise due care.)
The first part of the program will focus on laws dictating directors’ and officers’ fiduciary responsibilities. The legal part of the course will be taught by William Allen, an NYU Law and Business School professor who was chief judge of the Delaware Chancery Court from 1985 through 1997. Allen has penned more than 500 judicial opinions used to interpret the fiduciary duties of corporate directors.
Allen will also address conflicts of interest that can arise within a corporation and with those that provide services to it. “The idea there is not just to define conflicts of interest, but to understand how they can be dealt with, and ultimately prevented,” explains Kaplan.
Officers often don’t understand how to deal with conflicts when they arise, and tend to deal with them on an ad hoc basis, Kaplan adds. The course will offer a systematic understanding of liability to make it easier to detect, resolve, and manage potential conflicts of interest.
The course will also cover shareholders’ suits, with a shareholder attorney discussing common mistakes boards and financial officers make that heighten the risk of being sued. Other sessions will cover directors’ and officers’ liability insurance, corporate-governance standards imposed by the stock exchanges, and ways shareholder value can be boosted by ethical directors and officers.
Paul Brown, chairman of Stern’s accounting department, will discuss the areas on financial statements that represent the greatest risk from a fiduciary perspective. “Here, we’ll be going over how to avoid any exposure to unintentional breaches of an ethical code or the law,” says Spry.