This course is meant to cover the major areas of corporate governance, including an overview of key corporate governance matters; the duties and responsibilities of directors, including non-executives; the evolution of corporate law; executive pay; earnings management; the significance of institutional investors for corporate governance; the legal control of insiders; and takeover bids. An important goal will be to familiarize students with the economic environment, legal rules and challenges of corporate governance reform. Emphasis will be given to the contemporary debates over the failure of boards to protect the interests of minority shareholders, the limitations of executive compensation policies, and the declining importance of the market for corporate control to restrain managers. The course will encourage students to use various analytical tools to deal with key governance issues that face managers, directors, and investors.
There will not be a main textbook. Required readings are available on elearning
Grading will be determined by case study (30%) and an open book, in class final exam (70%).