Main topics of study:

What is a Corporation:

• Definitions
• Evolution of the Corporate Structure
• The Purpose of a Corporation
• The Corporation as a Person
• The Corporation as a Complex Adaptive System
• The Corporation as a Moral Person
• The Corporation in Society
• Future Directions
• Corporate Power and Corporate Performance
• Corporate Crime
• Corporations and Government
• Measuring Performance
• Balancing Interests
• Good and Bad Corporations
• Cadbury Paradigm
• Measuring Value Enhancement
• Non-economic Considerations in Corporate Management

Shareholders and Ownership:

• Definitions
• Early Concepts of Ownership
• Early Concepts of the Corporation
• Individual and Corporate Rights
• Reinvention of the Corporation
• Essential Elements of the Corporate Structure
• Separation of Ownership and Control
• Fractionated Ownership
• Framework for Participation
• Ownership and Responsibility
• Prisoners’ Dilemma
• Institutional Investors
• Biggest Pool of Money in the World
• Public Pension Funds
• Private Pension Funds
• Shareholder Proxy Proposals
• Board
• Activism
• New Models and New Paradigms
• Ideal Owner

Directors and Monitoring:

• Typical Board
• Board Duties
• Board-Management Relationship
• Information Flow
• CEO-Chairman
• Ex-CEO as Director
• Director Nomination
• Director’s Role in Crisis
• Independent Outside Directors
• Director Election
• Takeovers and the Board
• Fiduciary Standard
• The Future

Management Performance:

• Requirements of the CEO
• Challenges
• Executive Compensation
• Stock Options
• Restricted Stock
• Shareholder Concerns
• Future Directions for Executive Compensation
• CEO Employment Contracts
• Employees’ Compensation and Ownership
• Employee Stock Ownership Plans

International Governance:

• Global Corporate Governance
• Limits to Convergence
• Global Corporate Governance Forum
• Developed World
• European Union
• Foreign Policy

Reading List

Main Text:

Robert AG Monks and Nell Minow, Corporate Governance (Third edition, Blackwell Publishing, 2004)