Universidade Nova de Lisboa

Universidade Nova de Lisboa

Nova School of Business and Economics

Corporate Governance

Code

2217

Credits

3,5

Teacher in charge

Duarte Pitta Ferraz

Teaching language

English

Objectives

The goal of this course is to provide an applied perspective on how to create value by determining corporate governance arrangements. It relies on both lectures and in class discussions of the assigned topics. Students are expected to participate intensely in the discussions, to come fully prepared to class, having covered all readings and thoroughly discussed assigned case studies selected by Harvard Business School.

Questions that the course will address are the following: What do investors want about corporate governance decisions? What governance arrangements are helpful in creating value and making sure value accrues to the investors, namely through Non-Executive Directors? What countries provide better governance arrangements that allow entrepreneurs and firms to raise more capital and financing? How should managers be incentivized and compensated? Should an investor sell his/her shares if unhappy with the company or become an activist? How do shareholders, bondholders and stakeholders in general view governance, and what happens in unsolicited takeovers? The course also highlights lessons from recent failures in governance.

The programme will include 3 Guest Speakers involved in corporate governance, namely NED of several companies: Pedro Rebelo de Sousa, MP & CEO of SRS - Law Firm and Chairman of the IPCG (Portuguese Institute of Corporate Governance), Maria João Carioca, Nova SBE Alumni & CEO of EURONEXT, and Alexandra Abreu Loureiro, Managing Director of Brunswick, UK. Refer to section "COURSE CONTENT & GUEST SPEAKERS" for the scheduled dates.

Prerequisites

N/A

Subject matter

  • 1. Corporations and Corporate Governance

  • 2. Board of Directors and Supervisory Board

  • 3. Third Parties

  • 4. Shareholders

    • Bibliography

    Subjects were selected based on the instructor´s assessment of the relevance of the issue and the adequacy to the profile of Students likely to enroll. Any of the following corporate governance textbooks and documentation can be used to provide extra background on the different topics, depending on the interest of the Students. The course does not follow any particular textbook. The slides that support the classes, the case-studies discussed and material distributed are enough for the Final Exam.
    Main

  • Course slides by Duarte Pitta Ferraz  Copyright 2016

  • Presentations of the Guest Speakers

  • Case Studies included in the Syllabus

    • Books & Papers

  • Robert Monks and Nell Minow, Corporate Governance, 5th Edition, John Wiley and Sons (2011)

  • Brian Coyle, Corporate Governance Essentials, ICSA Publishing, 2nd Edition (2012)

  • Kenneth A. Kim and John R. Nofsinger, Corporate Governance, third Edition, Person International Edition (2010)

  • Andrew & Nada Kakabadse. Leading the Board - The six disciplines of a world class chairman. UK: Palgrave (2008)

  • John Harper. Chairing the Board - A practical guide to activities and responsibilities. UK: Kogan Page (2007)

  • Tobias E. Carlisle. Deep Value - Why activist investors and other contrarians battle for control of losing corporations. Hoboken, New Jersey: Wiley (2014)

  • Martin Webster. The Directors Handbook - Your duties, responsibilities and liabilities. UK: Pinsent Masons (2010)

  • Chris Pierce. Corporate Governance in the European Union - A country-by-country analysis of corporate governance practices. UK: Global Governance Services (2010)

  • Lopes, I.T., Pitta Ferraz, D., and M. M. Martins (2016). "The Influence of Boards Diversity on Profitability: an overview across Iberian Non-financial listed companies", Corporate Ownership & Control, Vol. 13, Issue 2-C2, pp. 455-461. Published in February 2016.

  • Lopes, I.T. and Pitta Ferraz, D. (2016) "The value of intangibles and diversity on boards looking towards economic future returns: evidence from non-financial Iberian business organisations", Int. J. Business Excellence, forthcoming.

    • Teaching method

    The course involves lectures, class discussions and case discussions, as well as guest speakers expert in corporate governance. Lectures and discussions are based on pre-assigned readings and cases. Students will organize themselves in groups of 4-5 people.

    Each group should prepare a written answer to all case questions. Groups will be randomly selected in the class for each discussion; one group will be assigned to present the case study and another one (or two) will discuss the oral presentation of the first group.

    Evaluation method

    Grades will be based on the following:

  • Take-Home Exam (50%) - Topics to Students: 7 October - Deadline: 24 October 2016;

  • Team project (30%) - 4/5 Topics to be delivered in advance;

  • Case-Studies: 20% weighting (10% each)

  • Class participation (10%)

    • Courses