Objectives

Upon completion of the course, the student:

• will have thorough understanding of key corporate governance matters, including: the role of boards, shareholders, employees, gatekeepers, regulators, the market, etc.;

• will be familiar with the legal framework: corporate law, securities law, accounting rules, design of and compliance with corporate governance codes, etc.;
• will be familiar with the economic environment: ownership and financing structure, market pressures, etc.;
• will have an opinion on contemporary issues in the corporate governance debate: shareholder say, shareholder activism, executive compensation, etc.;
• will be able to critically discuss and summarise contemporary corporate governance issues and cases.

Introduction

This course is meant to cover the major areas of corporate governance, including an overview of key governance matters: the duties and responsibilities of directors, including non-executives, the evolution of the firm and its governance structure, executive pay, earnings management and corporate fraud, the significance of institutional shareholders for corporate governance, the legal control of insiders and major shareholders, the regulation of takeover bids and the insolvency in Europe and the US. An important goal will be to familiarise students with the economic and financial environment in which firms operate, legal rules and the legal rules and challenges of international corporate governance reform. Emphasis will be given to the contemporary debates over the failure of boards to protect the interests of shareholders, the limitations of executive compensation, the role of gatekeepers and the declining importance of the market for corporate control. The course will encourage students to use a variety of analytical tools to deal with corporate governance issues that face managers, directors and investors. During this course one or more guest speakers from the field will share their views on current issues that are getting attention in corporate governance.

Lecturers

Mr. dr. Jaap Barneveld (FdR) – lectures
Prof. dr. Arnoud Boot (ABS) - lectures
Prof. dr. Philip Wallage (ABS) – coordination and lectures

Structure

This course consists of 6 weeks of education, in which there are two meetings per week.

The course is completed with a written exam with questions. Part of the mark will be determined by an individual assignment.

Literature

Textbook: Thomsen & Conyon, Corporate Governance. Mechanisms and Systems, McGraw-Hill, 2012. ISBN 978-007713259-0.

Literature on Blackboard.