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CORPORATE GOVERNANCE

Syllabus

EN IT

Updated A.Y. 2017-2018

This course has three main objectives (the three WHY of the course):

he first objective is the analysis of the governance of large corporations. The aim is to allow students to evaluate the governance of those entities, analyzing their actors, systems and conflict of interests. The focus on large corporations comes from the fact that their failure, due to bad governance, has undoubtedly more significant consequences and media impact, than small companies. The well-known scandals Enron, Worldcom and Parmalat are strong evidence.
The second objective is to give the principles of good governance for any type of organization (business entities and non-business entities), following the recommendations of the Italian doctrine Economia Aziendale. These principles will be compared with those of the Anglo-American theories of the firm challenged after the numerous corporate scandals and the global economic crisis.
The third objective is referred to the governance of the business groups. The interest on business group comes from the fact that large corporations (e.g. multinational corporations) in most countries are not freestanding legal entities, but belong to business groups, i.e. organizations composed by a controlling company and its subsidiaries. The most important aspects of the business group governance are the direction activity of the holding company over its subsidiaries and the governance of the transactions within the group.

In achieving these objectives the CoGo course wants to put the theory into practice and stimulate the cooperation among students and among students and professor.The course is divided into three parts, for a total of ten chapters:

– PART ONE: Governance and objective of the corporation
Chapter I: Corporate governance and its actors. The ownership and control
Chapter II: Corporate governance and its actors. The direction
Chapter III: Objective of the corporation
Chapter IV: Corporate governance systems around the world

– PART TWO: Principles of good governance for all the organizations
Chapter V: Economic problem, organizations and aziende (economic entity)
Chapter VI: From the objective of the corporations to the primary interest of the azienda
Chapter VII: Theoretical foundation of the “Primary interest of the azienda”

– PART THREE: Business group governance
Chapter VIII: Business groups
Chapter IX: Pyramids and the separation between control and direction of non-financial Italian family companies (study only for the PW)
Chapter X: Related party transactions and separation between control and direction in business groups

The main objectives of these parts are as follows:

Part One
– Focus on the governance of corporations, mainly the listed ones (i.e. those that offer their shares for sale upon the open market being “listed” upon the stock exchange);
– Describe the role of the actors involved;
– Describe the corporate governance systems around the world;
– For each system analyze the conflict of interests;
– Compare the Anglo-American theories of corporate governance with the approach of the Italian doctrine Economia Aziendale described in Part One.

Part Two
– Underline the importance of organization’s objectives (or purposes) for the studies on governance;
– Give an answer to the following questions: ‘‘What is an organization?’’, ‘‘What is its purpose?’’.
– Use the Italian doctrine of Economia Aziendale to find a single sustainable objective for all the different types of organizations;
– Disseminate a culture economico-aziendale;
– Propose the so-called “primary interest of the azienda common good” as a principle of good governance for all organizations;
– Specify the principle of “primary interest of the azienda” for business and non-business entities;
– Describe the advantages and disadvantages of the legal forms of business entities.

Part Three
– Focus on the governance of business groups;
– Analyze the aspect connected to the separation between ownership, control and direc-tion in business groups;
– Analyze the perspectives through which interpret the intra-group interlocking direc-torship;
– Analyze the different perspectives through which analyze the so-called related party transactions, internal and external to the group.

 

There are four ways to learn in this course (HOW to learn):

1) Attend the lectures and study these teaching notes;
2) Watch/study the YouTube videos;
3) Read the Project Works discussed in previous years;
4) Complete the assignments.

Teaching materials

- Teaching notes of the course (available on-line)
- Slides projected during the course
- Suggested articles

 

Method of assessment

The method of assessment is based on Written Exam + Project Work (word file and discussion) + Blog Activism

  • The Written Exam (50% of the final mark) is the same for attending and non-attending students;
    • During the written exam students can not use any other sheet, apart from those distributed by the professor. The use of mobile phones is strictly forbidden. Thus, bring only a pen, student card or identity card;
    • If the written exam is passed with at least 18, students may refuse the score and come back to the next exam date (Please, come if you are well prepared!). The score obtained to the next exam date cancels the previous one. If the score of the written exam is lower than 12 students cannot come in the next exam date;
    • During the course there is the possibility to do a pre-exam that exonerate from the written exam. If the average score is 17 you have to do the written exam. The final score of the pre exam is valid only for the first session.
  • For the Project Work (40% of the final mark) attending and non-attending students must present a word file (10 days before the exam date students have selected) and:
    • Attending students can discuss their Project Work during the course (see the analytical syllabus). Presenters are exempt from the oral exam on the PW. In order to be exempt from the oral exam on the PW students need to present their PW in one of the scheduled dates;
    • Non-attending students (or attending students who decide not to discuss the PW on the two scheduled dates) must discuss the PW on the exam date they choose for the examination. It is strongly recommended that the PW is presented, using a PPT presentation, on the same day by all members of the group. If it is not possible (e.g. because some group members are still in Erasmus) every student will be examined separately;
    • Attending and non-attending students can also record the video of the PW discussion, uploading-it on YouTube (click here for an example). The best videos will be published on this website;
  • The Assignment is worth 10% of the final mark.

EXAMPLE:
Written exam: 25
Project work: 30
Assignments: 25

Final score = Written exam + Project work + Assignments = (25*50%) + (30*40%) + (25*10%) = 12.5 + 12 + 2.5 = 27