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