B019220 - MOD. I - CORPORATE GOVERNANCE

English

The main topics are:
- Corporate governance: main theories
- Corporate governance systems (outsider systems versus outsider systems)
- Structure, functions and roles of boards of directors
- Compensation structures of directors and stock options
- Corporate governance codes around the world
- Corporate governance and the value for shareholders and stakeholders
- Corporate governance of banks
- Concrete examples of “good” and “bad” governance

For students who attend the course, the course material will consist in: (i) text book; (ii) powerpoint slides, to be provided by the instructor, and (iii) papers on relevant topics.
(i) Text book:
Tricker B., (2009). Corporate Governance. Principle, Policies and Practices. Oxford University Press.
(ii) Powerpoint:
Powerpoint slides will be uploaded in the Website for this class likely immediately following each lecture.

For students who NOT attend the course, the course material will consist in: (i) text books; (ii)
powerpoint slides, to be provided by the instructor, and (iii) selected papers.
(i) Text books:
Tricker B., (2009). Corporate Governance. Principle, Policies and Practices. Oxford University Press.
AND
Goergen M., (2012). International Corporate Governance. Pearson ed.
(ii) Powerpoint:
Powerpoint slides will be uploaded in the Website for this class likely immediately following each lecture.
(iii) Suggested Papers:
Adams R. and Ferreira D., (2009). “Women in the boardroom and their impact on governance and
performance”, Journal of Financial Economics, Vol. 94, No.2, pp. 291 – 309.
Doige G., Karolyi G. A., Stulz R. E., (2007). “Why do countries matter so much for CG?”, Journal of
Financial Economics, Vol. 86, pp. 1 -39.
Hermalin B., Weisbach M. S., (1988). “The Determinants of Board Composition,” RAND Journal of
Economics, Vol. 19, pp. 589–60.
Klein A., (1998). “Firm Performance and Board Committee Structure”, Journal of Law and Economics, Vol.
41, pp. 275-99.
Larcker D. F., Tayan B., (2010). “Lehman Brothers: Peeking Under the Board Façade”, Rock Center for
Corporate Governance at Stanford University, Closer Look Series: Topics, Issues and Controversies in
Corporate Governance No. CGRP-03.
Raheja C. G., (2005), “Determinants of Board Size and Composition: A Theory of Corporate Boards”,
Journal of Financial and Quantitative Analysis, Vol. 40, No. 2, pp. 283–306.
Shleifer A., Vishny R., (1997), “A Survey of Corporate Governance”, Journal of Finance Vol. 52, No. 2, pp.
737-84.
Yermack D., (1996), “Higher Market Valuation of Companies with a Small Board of Directors”, Journal of
Financial Economics Vol. 40, No. 2, pp. 185-212.

This course aims to provide a deep understanding of the fundamentals of Corporate Governance from a
variety of perspectives – the board of directors, senior management, investors, media, regulators and
society – and from an international perspective.
Upon successful completion of this course, students will understand the key elements of corporate
governance. In particular, student will gain skills required for understanding:
- theoretical concepts of corporate governance and their relationships with practical issues
- corporate governance systems among different countries
- how firms are being “governed” and how they relate to their stakeholders
- how boards of directors work
- corporate governance in banks: what is special about banks?
- corporate governance issues during the financial crisis

No prior experience or prerequisite academic background is expected or necessary to attend the course.

classroom: 48 hours

About Your Instructor
Sara De Masi is Professor of International Business at Kent State University. She earned her PhD from
IMT – Institute for Advanced Studies, one of the top post-graduated schools in Italy. She have studied
and researched at New York University, Leonard Stern School of Business and University of Florence. Her
research interests are corporate governance, executive compensation, market regulation, banking,
innovation, business strategy and management. Her academic works have been presented in several
international seminars and conferences

Questions and Out-of-Class Communication
Please direct questions to Professor Sara De Masi at any time. She can be reached at
sarademasi@gmail.com. Emails will be answered within few days.
Professor De Masi will communicate with students and the class regularly through email, so make sure to
keep your email address up-to-date and check your email regularly.

The student will be graded on the basis of a written exam (final exam). The use of laptops, iPhones, books, notes or anything with a connection to the outside world is not allowed.

The syllabus may change over the weeks. More information will be given in class.
Lesson Topics
1 Introduction to corporate governance: why does corporate governance matter?
2 Theories and philosophies of corporate governance – First part
3 Theories and philosophies of corporate governance – Second part
4 Corporate governance in an international perspective (+ Paper discussions)
5 Corporate governance, types of financial system and economic growth
6 Paper Discussions
7 Corporate governance regulation in an international context
8 Outsider corporate governance systems (UK and US)
9 Focus on insider systems: Italy
10 Capitalism model in Germany
11 Capitalism model in France
12 Board of directors: distinction between governance and management
13 How do boards of directors work? Structure, functions and processes
14 The role of gatekeepers in corporate governance (+ Paper discussions)
15 Corporate governance codes around the world
16 Diversity in the boardroom and Board effectiveness
17 Paper discussions
18 Governance and firm value
19 Compensation structures of directors and incentive schemes
20 Stock options: a (un)useful incentive tool
21 Paper discussions
22 External corporate governance stakeholders: the market for corporate control and CG in IPOs
23 Corporate governance in banks
24 Corporate governance and Financial Crisis