A93111 Corporate Governance [English version]

At the end of the course the student will know how:

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 companies are responsible for a large share of wealth produced globally. Their corporate governance system is a paramount concern the society must address to ensure prosperity. An effective CG 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. self regulation, market  for corporate control and for managers as disciplinary devices;
5. 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 is divided in two parts. The first part is economic based; the second part, consisting of an experiental lab is legally grounded. Lectures of the regular part of the course are led under a workshop format, requiring an 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. They must be able to provide accurate answers and sensible comments whenever quizzed by the instructors and to contribute new and original ideas. In preparing for lectures students must master any detail of the required readings and are invited to extend their reading through personal search on the internet, as well as to related academic journal or 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 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.  

Students attending classes are responsible for preparing in advance the readings listed in the schedule since they are requested to provide proper answers to the instructor’s questions during class time. Each student will be quizzed more than once during each lecture to solicit his contribution to the discussion and to assess his knowledge of the subject. Changes in the readings for students attending classes may be announced during the course.

All other students are responsible for the content of the readings listed in the schedule plus the entire book by Kraakman R. et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, II° Ed., Oxford University Press (2009) [KR];

Students attending classes: grade is based on participation (50%) and a written exam (50%), with the top up of the mark obtained in the corporate governance lab as described in the related section. Attending students can sit for exams under the above described conditions only in January – February 2016.

All other students should pass an oral exam divided in two parts: the economic content with all prescribed readings and the legal content based on the above mentioned book.