A93111 Corporate Governance [English version]

At the end of the course the student will be able:

1. to assess the governance risks facing companies when managerial control does not rest in the hand of the providers of capital;
2. to design appropriate mechanism to minimize and monitor these risks;
3. to leverage on laws, rules and self regulation to maximize firm’s access to capital markets and allow a fair and orderly trading of securities;
4. to adapt governance solutions to the diversity of legal environment in the EU area and to the ever growing set of EU regulations.

Listed stock companies are responsible for a large share of wealth produced globally. Therefore, their corporate governance system is a paramount concern the society must address to ensure economic growth and prosperity. An effective CG system is crucial to preserve investors’ confidence and foster productive investments and growth. To this end, the course will provide appropriate coverage of the following topics:

1. the several forms of the principal-agent problem affecting listed companies;
2. alternative institutional and organizational solutions to deal with each of these problems;
3. the legal frameworks existing across Europe relating to corporate governance system;
4. the role of self regulation;   
5. the functioning of the market for corporate control as disciplinary device;
6. the functioning of the labour market for managers as disciplinary device;
7. international trends in corporate governance: diversity and functional convergence

The course is aimed to provide the critical knowledge needed to deal with each of these issues.

The course will run under a workshop format requiring active students’ involvement. Lectures are held throughout the entire semester. Students are responsible for LEARNING the material before coming to class and for PROVIDING a meaningful contribution to the discussion led by the instructor. It means to be able to provide accurate and sensible answers and comments whenever personally quizzed by the instructor (it will happen several time during each lecture) and to contribute new and original ideas.

In preparing for lectures students are required to know any detail of the required readings (academic papers from top journals), but are also invited to extend their reading to related papers listed in the references of the required readings, to related paper discovered through personal search on the internet, to related newspaper articles they may become aware of through their daily reading. While the content has been designed for an international audience, a light tilt towards the Italian regulatory setting as designed by laws, exchange norms, authority rules and self regulation may still be present.

You are responsible for consulting on a regular basis the website of the course on “my.liuc.it” where updates, additional material and slides about the course are posted. No excuse accepted for any failure during the course you may incur into due to a delayed consultation of the website. 

For students attending classes, grade is based on class participation (50%) and a final written exam (50%). All other students should pass an oral exam.