Student guide Facoltą di Economia A.A. 2008/09

Corporate Governance (vers.ingl.)
Aim of the course
Listed stock companies are responsible for a large share of wealth produced globally. Their corporate governance system is therefore one of the paramount concerns the society needs to address properly to ensure economic growth and prosperity. An effective corporate governance system is crucial to preserve investors’ confidence and foster productive investments and economic growth. Many key issues should be tackled and solved in order to ensure this coveted effectiveness: how to ensure investors’ protection against the risk of managerial expropriation; how to prevent minority shareholder oppression by large shareholders; how to design wealth enhancing managerial incentive schemes; how to foster the development of a market for corporate control and so on.
Aim of the course is to provide students with a critical knowledge to understand and deal effectively with these issues. Reference will be made mostly to the Italian regulatory setting as designed by laws, stock exchange norms, CONSOB rules and self regulation.
The course will be run under a workshop format requiring active students involvement. 

  1. Views on corporate governance: theory of the firm vs. corporate finance
  2. Importance of corporate governance
  3. Boards of directors: functions, composition and inner workings
  4. Control systems: internal auditing & whistleblowers
  5. Managerial compensation
  6. Pathologies. from managerial entrenchment to corrupted management
  7. Disclosure regulation
  8. Shareholder activism
  9. Market for corporate control (takeovers)

For students attending classes grades will be based on class participation and a final written exam. All other students should pass an oral examination.

Reading list
For students attending classes a reading list will be made available at the beginning of the course. All other students are responsible for the whole content of the following publications (all but the first are downloadable from the website):
Kraakman R. et al., 2004, The anatomy of corporate law, Oxford University Press
OECD, 2004, Principles of corporate governance
Borsa Italiana, Corporate governance code (Codice di autodisciplina) 2006
Calpers, Principle of accountable corporate governance