You are a gatekeeper! Beginning with the Enron collapse and continuing into the current economic meltdown, pressure from several directions is pushing corporations to strengthen their corporate governance practices. This course provides an in-depth study of some of the principal issues involved in creating and maintaining an appropriate governance system for the modern publicly-held corporation. Topics to be explored include governance rules and structures, director and auditor independence, compensation determinations, internal controls and corporate investigations, the role of institutional shareholders and shareholder services organizations, Sarbanes-Oxley, among others. The instructor has been the General Counsel of one of Montana’s largest public companies for the last nine years. Partly drawing from his experiences, the instructor will engage the students in a discussion of corporate governance topics from both theoretical and practical perspectives. Students are expected to complete a paper and take an active part in class discussion.