ACCOUNTING 681 – Spring 2013
Seminar in Regulation and Corporate Governance in Accounting
Thursday, 1900-2140 – SS 2500
Dr. Carol F. Venable Office: SS2417, 610-594-2662 (email is quicker) venable@mail.sdsu.edu
Office Hours: Thursday 1745-1900, by appointment & e-mail
Course Objective
The objective of this course is to help you to be more effective when working within regulatory and
management control environments. The material is both theoretical and practical to provide an
understanding of the evolution of controls and regulations as well as an examination of corporate
governance issues facing organizations. The focus is on the behavioral side—how controls and
regulations influence and motivate what people do.
Learning Outcomes
After you complete this course, you should be able to:
 Describe and contrast different corporate governance structures
 Explain how legal, political, and international factors influence corporate governance
 Analyze corporate governance issues
 Research, present and defend a position
 Execute a consulting team project
 Identify ethics issues
Program Goals
MBA Program Goals: MBA students will graduate with: 1) a solid foundation in theoretical
concepts and managerial skills needed to lead business organizations, 2) the ability to analyze
environments in which managers make and implement business decisions, and 3) the skills to
formulate, communicate, and coordinate strategies to solve business problems and pursue
opportunities. MSA Program Goals: MSA students will graduate with: 1) Communication Skills,
2) Group/ Interpersonal Skills, 3) Ethics, 4) Research Skills, and 5) Global/International Skills.
Text and Readings (see schedule)
 Corporate Governance and Ethics, Rezaee, Wiley 2009.
 Business Writers Handbook, Alred, Brusaw, Oliu, 10th ed, 2012 (strongly recommended)
 Current Business Readings: Various Publications & Internet Websites
Course Format: Open discussion seminar format.
ASSIGNMENTS:
Commentary/Critique Bullet Reports on Weekly Readings (These are due on the ** days.)
Prepare a 1-2 page typed, bulleted report on the group of assigned readings. Each assigned item
needs to have a separate heading to identify the item followed by your commentary/critique of it.
For each set of weekly readings determine the most important/significant issue to you, annotate
and explain its significance.
Article Summary & Commentary (grading guide on BlackBoard)
Select a current article about a course topic from an academic or business journal. Prepare a 2
page single-spaced written report with separate “Summary” and “Commentary” sections. Include
the full article citation in APA format. Clearly indicate how the article relates to at least one of the
course topics. Attach a copy of the article to the summary. In class, you will be asked to informally
present the article.
Position Paper (position paper description and grading guide on BlackBoard)
1
Each individual will prepare a position paper providing an analysis of one topic focusing on the
implications or outcomes for regulating, influencing, motivating and/or controlling behavior. I must
approve all paper topics. The individual report, not to exceed 4 single-spaced pages in Arial 11
point font (plus an executive summary, figures, tables, illustrations, and references pages) will be
in business report format with appropriate headings and subheadings.
Consulting Team Project (see assignment on BlackBoard)
a) Each individual will be a member of a 4-5 person consulting team investigating an area and
advising a Board of Directors. The team will give a 20 minute professional presentation to
the Board using PowerPoint and relevant handouts. The team will respond to questions
from the Board. At a minimum, an Executive Summary and a Reference List will be
distributed to the entire class. A total of 40 minutes is allowed for the entire presentation
and questioning period.
b) Each team also serves as the Board of Directors for another team. As the Board you are
responsible for preparing/asking appropriate questions and evaluating the consulting team.
c) A team evaluation form (on Blackboard) must be turned in by the end of the final exam
period.
Plagiarism Assignment (see item on the schedule for the second class meeting)
Possible topic areas for the position paper and/or team project include: Corporate Social
Responsibility, Sustainability, Carbon Accounting, California Cap-and-Trade Regulation,
Fraudulent Financial Reporting, Fraud, Pension Issues/Reform, Tax Proposals, Executive
Compensation, Employee Compensation, Temporary/Contract Workforce, Outsourcing,
Immigration, Corporate Governance (Boards of Directors, Audit and Compensation Committees,
etc), Internal Auditing, Privatizing Public Services, Not-for-Profit Organizations, Codes of Conduct,
Ethics Programs, Privacy Requirements, and other regulatory and control issues
ADDITIONAL ITEMS
Participation: Students are expected to be active participants in class sessions contributing on
assigned readings and other current events as they unfold in the regulatory arena.
Tentative Weighting of Grades: Article Summary/Commentary (17%); Midterms (20%), Position
Paper (23%); Consulting Team Presentation including Fact Sheet, Executive Summary, and
References (22%), Board Questioning and Evaluation (8%); Other Items (10%): Class
Participation, Bullet Reports, Attendance, Team Evaluations
Paper Retention: The instructor will retain the article summary, position paper, and midterms.
Center for Students Rights and Responsibilities http://www.sa.sdsu.edu/srr/index.html
41301, Title 5, California Code of Regulations STANDARDS FOR STUDENT CONDUCT
http://www.sa.sdsu.edu/srr/conduct1.html
Excerpt from SDSU Academic Senate Policy
2.1 Cheating shall be defined as the act of obtaining or attempting to obtain credit for academic work by the use of
dishonest, deceptive, or fraudulent means. Examples of cheating include, but are not limited to (a) copying, in part or in
whole, from another’s test or other examination; (b) discussing answers or ideas relating to the answers on a test or
other examination without the permission of the instructor; (c) obtaining copies of a test, an examination, or other course
material without the permission of the instructor; (d) using notes, cheat sheets, or other devices considered inappropriate
under the prescribed testing condition; (e) collaborating with another or others in work to be presented without the
permission of the instructor; (f) falsifying records, laboratory work, or other course data; (g) submitting work previously
presented in another course, if contrary to the rules of the course; (h) altering or interfering with the grading procedures;
(i) plagiarizing, as defined; and (j) knowingly and intentionally assisting another student in any of the above.
2.2 Plagiarism shall be defined as the act of incorporating ideas, words, or specific substance of another, whether
purchased, borrowed, or otherwise obtained, and submitting same to the University as one’s own work to fulfill academic
requirements without giving credit to the appropriate source. Plagiarism shall include but not be limited to (a) submitting
work, either in part or in whole, completed by another; (b) omitting footnotes for ideas, statements, facts, or conclusions
that belong to another; (c) omitting quotation marks when quoting directly from another, whether it be a paragraph,
sentence, or part thereof; (d) close and lengthy paraphrasing of the writings of another; (e) submitting another person’s
artistic works, such as musical compositions, photographs, paintings, drawings, or sculptures; and (f) submitting as one’s
own work papers purchased from research companies.
2
SCHEDULE & ASSIGNMENTS
Introduction
Jan 17
Introduce Major Assignments
The Philosophy of Business, Regulation, and Ethics
Jan 24**
In class video:
 Chapter 1 The Free Market System and Business
2004, The
 Chapter 2 Corporate Governance
Corporation
 Chapter 3 Introduction to Business Ethics
 The Santa Clara Blues: Corporate Personhood versus Democracy,
William Meyers, III Publishing (2000) at
http://www.iiipublishing.com/afd/SantaClara.pdf (also on BlackBoard)
PLAGIARISM ASSIGNMENT DUE: Print Out your post quiz results from the
Plagiarism Tutorial. http://library.sdsu.edu/guides/tutorial.php?id=28
Jan 31**
In class video:
2004, The
Corporation
Corporate Boards and Regulation
 Chapter 4 Board of Directors’ Roles and Responsibilities
 The Securities and Exchange Commission – What We Do
http://www.sec.gov/about/whatwedo.shtml
 The Dodd-Frank Act http://www.sec.gov/spotlight/dodd-frank.shtml
 “Unfinished Business” CFO.com, August 1, 2012, CFO Magazine

Feb 7**
In class video:
2004, The
Corporation
Feb 14
Feb 21
Feb 28
Hmwk see
next column
Dodd-Frank's implementation far behind schedule; success in doubt
http://www3.cfo.com/article/2012/8/regulation_dodd-frank-actprogress-report-volcker-rule-swaps-derivatives-regulation
SEC Adopts New Measures to Facilitate Director Nominations by
Shareholders FOR IMMEDIATE RELEASE, 2010-155, August 25, 2010
http://www.sec.gov/news/press/2010/2010-155.htm (see next item
regarding the status of these rules)
 “Federal Appeals Court vacates SEC Proxy Access Rules,” Business
Ethics, July 22, 2011 http://business-ethics.com/2011/07/22/7592federal-appeals-court-vacates-sec-proxy-accesss-rules/
Corporate Roles, The Role of the SEC
 “A New Model for Corporate Boards,” Robert C. Pozen, Wall Street
Journal (Eastern edition). New York, N.Y.: Dec 30, 2010. p. A.15
 Chapter 5 Board Committee Roles and Responsibilities
 Proxy Statement Examples - this will be posted on BlackBoard
 Chapter 6 Roles and Responsibilities of Management
 Dodd-Frank governance and executive compensation provisions
http://www.sec.gov/spotlight/dodd-frank/corporategovernance.shtml
 ARTICLE SUMMARY/COMMENTARY DUE
Be prepared to give a brief summary of your article.
Continuation of brief summary of written commentary
Midterm I
 Prepare one-two paragraph written proposal for your paper
Corporate Social Responsibility, Sustainability Reporting Basics, and
Sustainability Reporting Framework
 BlackBoard has Notes, PowerPoint, and Company Examples posted
as assignments for two weeks. These new materials were prepared
by Ernst and Young Foundation as an academic resource for
students and released in summer 2012 for use only in the classroom.
 Sustainability Reporting Basics – and Examples (E&Y files on
BlackBoard)
 HOMEWORK: See Blackboard. Case: TBL Technology
considers sustainability reporting.
3
Mar 7
Hmwk see
next column
(** only on
Dodd-Frank
disclosures)
Mar 14**
Mar 21**
Continuation
 Dodd-Frank Act specialized corporate disclosures
http://sec.gov/spotlight/dodd-frank/speccorpdisclosure.shtml
o SEC Release, Aug 22, 2012, SEC Adopts Rule for Disclosing Use
of Conflict Minerals, http://www.sec.gov/news/press/2012/2012163.htm (Also review final rule at the link given)
o SEC Release, Aug 22, 2012, SEC Adopts Rules Requiring
Payment Disclosures by Resource Extraction Issue,
http://www.sec.gov/news/press/2012/2012-164.htm (Also review
final rule at the link given)
 Sustainability Reporting Framework and Sustainability Auditing
Considerations (E&Y files on Blackboard)
 HOMEWORK: Sustainability Reporting Auditing Considerations,
Case Studies (posted on Blackboard with the E&Y materials)
Other Regulatory Topics and External Parties
 Chapter 7 Regulatory Bodies, Standard Setters, and Best Practices
 Chapter 11 Roles and Responsibilities of Other Corporate Governance
Participants (307-312)
 Foreign Corrupt Practices Act http://www.justice.gov/criminal/fraud/fcpa/
 A Resource Guide to the U.S. Foreign Corrupt Practices Act, Criminal
Division of the U.S. Department of Justice and the Enforcement Division
of the U.S. Securities and Exchange Commission, 14 Nov 2012.
 SEC charges Pfizer with FCPA Violations 2012-152
http://www.sec.gov/news/press/2012/2012-152.htm
 Union Issues: www.aflcio.com American Federation of Labor-Congress
of Industrial Organizations; www.nlrb.gov National Labor Relations
Board; http://www.right-to-work.org/ National Right to Work Committee
http://www.nrtw.org/ National Right to Work Legal Defense Foundation
 Gov’t Agencies, such as Department of Labor (Fair Labor Standards Act)
Occupational Safety and Health Administration http://www.osha.gov
Auditors, Whistleblowers
 Chapter 8 Internal Auditors’ Roles and Responsibilities (227-240)
 Chapter 9 External Auditors’ Roles and Responsibilities (252-276)

SEC Charges Eight in Georgia-Based Insider Trading Ring, Release 2012-167.
Aug 28, 2012 http://www.sec.gov/news/press/2012/2012-167.htm



Mar 28
(Apr 4 Spring
Break)
Wikipedia: Whistleblower
National Whistleblower Center http://www.whistleblowers.org/
Dodd-Frank Provisions on whistleblowers– http://sec.gov/spotlight/doddfrank/whistleblower.shtml
 Annual Report on the Dodd-Frank Whistleblower Program, Fiscal Year
2012, SEC. http://www.sec.gov/about/offices/owb/annual-report-2012.pdf
At the end of class: Teams Submit Multiple Proposed Topics to Instructor
Feedback to teams on proposed topics
POSITION PAPER DUE and Midterm 2
Apr 11
Consultation with instructor. Teams work on Projects in Class.
Apr 18
Teams work on Project
Apr 25 Presenting Teams must email required documents to team by 8pm
Consulting Team Presentations (2 or 3 teams)
May 2 Presenting Teams must email required documents by 7pm
Consulting Team Presentations (2 or 3 teams)
Team Evaluation Due - Available for Consultation in Office
Apr 25
May 2
May 9
4