Corporate Governance (vers.ingl.)
Lecturers
LAZZARI VALTER
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.
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
OECD, 2004, Principles of corporate governance
Calpers,
Principle of accountable corporate governance