Formation/Cours

At the end of the course, the student should be able to:

– explain the rationale for the existence of the different corporate governance systems around the world and their economic implications
– understand the relationship between the quality of corporate governance and shareholder value
– assess the impact of corporate governance arrangements on firm value
– evaluate the efficiency of executive compensation
– understand the role of corporat governance failures in systemic crises
– contribute to the discussion on the role of corporate governance in the worldwide economy

1. Theoretical Framework (Agency, Information Asymmetry, Moral Hazard)
2. Corporate Goverance Systems (Widely-Held and Closely-Held Firms, Dual-Class Shares)
3. Quality of Corporate Governance (Internal and External Governance, Legal Origin)
4. Board of Directors (CEO Identity, CEO Duality, Independent Directors, Director Identity, Board Committees, Director Elections, Busy Directors, Board Interlocks, Director/Social Networks, Board Size, Board Diversity)
5. Managerial Incentives (Base Salary, Short- and Long-Term Bonuses, Executive Stock Options, Restricted Stocks, Perquisites, Options Backdating, Executive Compensation and M&A, Overpaid Executives, Equity Ownership)
6. Shareholder Activism
7. Institutional Investors and their Role in Firms’ Governance
8. Corporate Governance and the Recent Financial Crisis
9. Corporate Governance Reform (Cadbury Report, Sarbanes-Oxley Act, Dodd-Frank Act)