CORPORATE GOVERNANCE
Course Description
The module will examine the ongoing convergence of the
corporate and market laws in relation to the universal issues in
doing international business ethically. We will review the
corporate governance mechanisms, the methods of
expropriating investors and the current reforms of ensuring
corporate control and diminishing of the level of corporate
abuse. Topics covered include comparative corporate
governance, the contemporary corporate governance theories,
including market, political, cultural and historical approaches,
economics of corporate governance, governance standards
and future developments.
Course Requirements and Credits
Course Requirements : Graduate status
Course Credit Hours : 50 hours
Target Audience
Doctoral students. Instructional stage.
Learning Objectives
The module examines the sensitive issues of corporate
governance, social responsibility and control. We will be
reviewing the legal and ethical systems of a number of
countries, aiming to show the differences that exist and the
difficulty in dealing with this very difficult and complex topic of
business.
Suggested Readings
□ Corporate Governance: International Edition, John R.
Nofsinger, Kenneth A. Kim, ISBN: 013128732X,
Publisher: Prentice Hall, Copyright: 2004
Suggested further readings:
□ Legal Basis of Corporate Governance in Publicly Held
Corporations: A Comparative Approach, Arthur Roy
Pinto (Editor), University of London Institute of Advanced
Legal S, Gustavo Visentini (Editor), ISBN: 9041196633,
May 2002, Publisher: Kluwer Law International
□ Keeping Better Company: A Study of Corporate
Governance in Five Countries, 2nd ed., Jonathan
Charkham, ISBN13: 9780199243181, Oxford University
Press.
□ Harvard Business Review on Corporate Governance (a
Harvard Business Review Paperback), Walter J. Salmon,
John Pound, Edward E. Lawler,III, Gordon Donaldson,
David Finegold, ISBN: 1578512379, January 2000,
Publisher: Harvard Business School Publishing,
□ Corporate Finance and Governance: Cases, Materials,
and Problems for an Advanced Course in Corporations,
Lawrence E. Mitchell, Lewis D. Solomon, Lawrence A.
Cunningham, ISBN: 0890891621, January 1997,
Publisher: Carolina Academic Press
□ International
Corporate
Governance
Network:
http://www.icgn.org/
□ Global
Corporate
Governance
Forum:
http://www.gcgf.org/
□ World
Bank,
Corporate
Governance
Initiative:
http://www.worldbank.org/html/fpd/privatesector/..
□ Organization
for
Economic
Cooperation
and
Development,
Corporate
Governance
Initiative:
http://www.oecd.org
□ Corporate
Governance
Journal:
http://www.academyofcg.org/ejournal.htm
□ Board
of
Directors
http://www.nonprofits.org/npofaq/keywords/1a.html
□ Corporate
Board
Member
Magazine
http://www.boardmember.com/
□ European
Corporate
Governance
Institute
http://www.ecgi.org/codes/country_pages/
on
Governance:
□ Institute
http://www.iog.ca/boardgovernance
of
Corporate
Governance
Codes:
□ Index
http://www.ecgi.org/codes/all_codes.htm
Course Outline
□ Overview of the mechanisms, codes, issues and
practices of corporate governance. Theoretical aspects
of corporate governance: contracting, transaction cost
economics, agency theory, decision-making,
□ Horizontal, vertical, private and public accountability.
□ Corporate governance issues and impact at different
stages of company’s life.
□ Introduction
to
Global
Corporate
Governance.
Globalization of governance. Comparative corporate
governance.
□ The forms of corporate ownership and control
internationally. The role of the state. The role of private
capital.
□ The corporate governance function in small and
medium-sized companies.
□ Securities Markets. Cross listing, fair and unfair
competition among securities markets, the roles of the
government regulations in creating a competitive
regulatory environment. Piggybacking and Bonding
□ Effect of corporate governance on stock prices. Price
signals and feedback information
□ Debt contracting and debt structures
□ Institutional investors. The role of these in monitoring
companies and impact between enterprise and
accountability.
□ Investor protection around the world. Tunneling.
Institutions and the law. Convergence thesis. Theory of
path dependence and rent-protection theory. Functional
convergence.
□ Beyond the law: role, impact and enforcement. Methods
of achieving regulatory order
□ Market based vs bank based economies.
□ Auditors and auditing.
□ Board functions, board compositions, monitoring
committees, accountability to shareholders and
stakeholders.
□ International and domestic issues in executive
compensation, management, Boards of Directors and
codes of best practice
□ Corporate governance and finance in the USA.
Characteristics of the US system. Advantages and
disadvantages. Recent developments, problems and
issues faced by the legal and ethical system. CrossBorder M&A and Cross-Listing
□ Corporate governance and finance in the EU.
Characteristics of the German, Italian, French systems.
Advantages and disadvantages. Recent developments,
problems and issues faced by the legal and ethical
system. Cross-Border M&A and Cross-Listing
□ Corporate governance and finance in Japan.
Characteristics of the Asian systems. Advantages and
disadvantages. Recent developments, problems and
issues faced by the legal and ethical system. CrossBorder M&A and Cross-Listing
□ Corporate governance and finance in Latin America .
Characteristics of the Latin American Systems.
Challenges, recent developments, problems and issues
faced by the legal and ethical system.
□ Substitutability and complementarity in corporate
governance mechanisms
□ Issues in short termism.
□ The role of governance in innovation in the economy.
□ Codes. Code contant. Critiques of codes – empirical
findings. Impact of codes and roles on shareholder and
stakeholder maximization.
□ Latest trends in international corporate governance. The
new driving forces behind international governance
□ Final project
Methodology
The module consists of virtual classes, discussions and
presentations on each topic. Participants work with case
studies which illustrate contradictory examples and which
demand analytical thinking and strong argumentation skills.
Grading Policies
Presence
:
Participation :
Final Exam :
live video lectures recommended
obligatory
Final project
Contact Information
Swiss Management Center
Forum for Research and Entrepreneurial Education
Baarerstrasse 112
Zug
Switzerland