Corporate Governance
Code
2217
Academic unit
null
Department
null
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 cases.
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? What countries provide better governance arrangements that allow entrepreneurs and firms to raise more money to realize profitable projects? How should managers be incentivized and compensated? Should an investor sell his shares if unhappy with the company (Wall Street Walk) or become an activist? How do shareholder and bondholders view governance differently and what happens in unsolicited takeovers? The course also highlights recent failures of corporate governance and what we can learn from them.
Prerequisites
N/A
Subject matter
1. Corporations and Corporate Governance:
1.1. The historical perspective;
1.2. International experience;
1.3. The agency theory of corporate governance;
1.4. Managerial primacy, shareholder primacy and board primacy;
2. Board of Directors:
2.1. Composition;
2.2. Nomination;
2.3. Executive Compensation;
3. Shareholders:
3.1. Majority shareholders, minorities;
3.2. Shareholders activism;
4. Third Parties:
4.1. Accountants and auditors;
4.2. Financial Reporting, Analysts and Investment Banks;
4.3. Creditors and Credit Rating Agencies;
5. Mergers and Acquisitions and Takeover Defenses for unsolicited takeovers.
Bibliography
The course does not follow any available textbook. Subjects were selected based on the instructors assessment of the relevance of the issue and the adequacy to the profile of students likely to enroll. Any of the following major corporate governance textbooks can be used to provide extra background on the different topics.
1. Robert Monks and Nell Minow, Corporate Governance, Fourth Edition, John Wiley and Sons, (2008).
2. Brian Coyle, Corporate Governance Essentials, ICSA Publishing, (2008).
3. Kenneth A. Kim and John R. Nofsinger, Corporate Governance, second Edition, Person International Edition, (2007).
Teaching method
The course involves lectures, class discussions and case discussions. Lectures and discussions are based on pre-assigned readings and cases.
Students will organize themselves in groups of 4/5 people. Each group has to prepare a written answer to all case questions. In every discussion there will be a group assigned to present its answers and another one (or two) will have to discuss the oral presentation of the first group. For each session oral participation will be randomly selected provided that all groups will have one oral presentation/discussion during the term.
Evaluation method
Grades will be based on the following: Team project (30%)
Final exam: (30%)
Class participation and written assignments: (40%)