This course introduces 20 law students and 20 business students to the real world issues of major civil and criminal corporate fraud. The idea for the course arose out of the instructor's work since April 2002 as independent counsel for the Regents of the University of California, lead plaintiff or institutional plaintiff in the Enron, WorldCom, AOL Time Warner, and Dynegy federal securities cases.
The seminar focuses on two major corporate frauds as case studies: (1) Enron and (2) Homestore.com (a major internet company), but also compares and contrasts those matters with other major corporate frauds, such as WorldCom and AOL Time Warner. The class also analyzes current corporate fraud topics, such as stock options backdating, issues relations to the implementation of Sarbanes Oxley, the Thompson and McNulty memoranda and attorney-client and work-product waiver issues, pretexting, and the KPMG tax scheme.
The goal of this course is to learn the lessons of the "Enron era" from many of the top practitioners in the field. Guest lecturers will include (schedules permitting) the following top practitioners: judge (Judge Lawrence Irving), prosecutors (John Hueston, Doug Fuchs, Mike Wilner), criminal and civil defense counsel (Terry Bird, Dan Petrocelli, Jim Brosnahan, Cris Arguedas), plaintiffs class action lawyers (Bill Lerach, Joe Cotchett), investment banker/Board member (Rock Hankin), institutional investor counsel (Chris Patti), and CEO/Board Chairman (to be announced).
Stuednts will divide up into teams of four and do a team presentation to a hypothetical Board of Directors on the results of their independent investigation of a major corporate fraud (e.g., WorldCom, AOL Time Warner, HealthSouth, Qwest, Cendant, Tyco, Global Crossing, Adelphia, or Parmalat). Each student will write a research paper on that investigation.