Corporate Governance
Objectives
The goal of this course is to provide an applied
perspective on how to create value by determining corporate governance
arrangements. It relies on both lectures and in class discussions of the
assigned topics. Students are expected to participate intensely in the
discussions, to come fully prepared to class, having covered all readings and
thoroughly discussed assigned cases.
Questions that the course will address are the
following: What do investors want about corporate governance decisions? What
governance arrangements are helpful in creating value and making sure value
accrues to the investors? What countries provide better governance arrangements
that allow entrepreneurs and firms to raise more money to realize profitable
projects? How should managers be incentivized and compensated? Should an
investor sell his shares if unhappy with the company (‘Wall Street Walk’) or
become an activist?
General characterization
Code
14247
Credits
1.5
Responsible teacher
António Nogueira Leite
Hours
Weekly - Available soon
Total - Available soon
Teaching language
Portuguese | English
Prerequisites
Available soon
Bibliography
The course does not follow any available textbook. Subjects were
selected based on the instructor’s assessment of the relevance of the issue and
the adequacy to the profile of students likely to enroll. Any of the following
major corporate governance textbooks can be used to provide extra background on
the different topics:
Esta
unidade não tem um livreo de apoio obrigatório. Os temas foram selecionados com base na avaliação do
professor sobre a sua relevância e adequação ao perfil dos estudantes. Qualquer
um dos seguintes principais livros sobre governança corporativa pode ser usado
para obter mais informações:
1. Robert Monks and Nell Minow, Corporate
Governance, Fourth Edition, John Wiley and Sons, (2008)
2.
Brian Coyle, Corporate Governance Essentials, ICSA Publishing, (2008).
3.
Kenneth A. Kim and John R. Nofsinger, Corporate Governance, second Edition,
Person International Edition, (2007).
Teaching method
The course involves lectures, class discussions and case discussions.
Lectures and discussions are based on pre-assigned readings and cases.
Evaluation method
The assessment of this curricular unit is done together with the block
of curricular units of the same area of knowledge. This assessment has 3
moments, which together define the final grade of the curricular unit:
•
Individual exam with a weighting of 50% of the total mark
•
Group work with a weighting of 35% of the total grade value
•
Individual reflection-action exercise carried out at the end of the curricular
unit, with a weighting of 15% of the total grade value. The set of individual
action-reflection exercises is a journaling activity, which will constitute, at
the end, a learning portfolio capable of synthesising the contributions of the
Executive Master for that student.
Subject matter
1. Corporations and Corporate Governance:
1.1. the historical perspective
1.2. international experience
1.3. the agency theory of corporate governance
1.4. managerial primacy, shareholder primacy and
board primacy
2. Board of Directors
2.1. Composition
2.2. Nomination
2.3. Executive Compensation
3. Shareholders.
3.1. Majority shareholders, minorities.
3.2. Shareholders activism
4. Third Parties
4.1. Accountants and auditors
4.2. Financial Reporting, Analysts and
Investment Banks
4.3. Creditors and Credit Rating Agencies
5. Mergers and Acquisitions and Takeover
Defenses for unsolicited takeovers