- Docente: Marco Bigelli
- Credits: 4
- SSD: SECS-P/09
- Language: English
- Teaching Mode: Traditional lectures
- Campus: Bologna
- Corso: Second cycle degree programme (LM) in Business Administration (cod. 0897)
Learning outcomes
The course tries to cover in a comparative way the main models of corporate governance and their specific problems. It focuses also on the minority shareholders' protection and on the integration of the European Financial markets through the recent harmonization of financial regulation.
Course contents
Course introduction: International corporate governance models: Bank oriented (Japan, Germany, continental Europe) versus market oriented (US, UK). The anglosaxon model and the "public company".
Agency costs from separation of ownership and control in a public company. External and internal solutions: market for products, market for managers, market for corporate control, board of directors, debt, monitoring by institutional investors, incentive schemes.
US scandals and the Sarbanes-Oxley Act
The Continental European Model: ownership-control separation through “legal devices". Major effects of Ownership/Control separation through legal devices
Minority shareholder expropriations: some Italian case studies and Italian dual class unifications
Investors' protection around the world: why it is important and how to measure it? The Law and Finance approach.
The changing character of European Finance. The Financial Services Action Plan and major EU directives
Economics of Takeovers and the EU takeover directive.
Economics of Insider trading and the EU Market Abuse directive.
The Nabisco takeover and the movie "Barbarians at the gates"
Readings/Bibliography
Denis D. K. and J.J. McConnell (2003), “International corporate governance”, ECGI Working Paper n. 5/2003 (downloadable from www.ssrn.com), published on Journal of Financial and Quantitative Analysis, 38(1), 1-36.
· M. Burkart, F. Panunzi (2006) Takeovers, ECGI Working paper n. 118-2006.
· Schleifer and R. W. Vishny (1997), “A Survey of Corporate Governance“, Journal of Finance 52, 737-783.
· EU Commission's report on the implementation of the Directive on Takeover Bids (downloadable from the professor's website).
· M. Bigelli , V. Mehrotra and R. Rau (2007), Expropriation, Unification, and Corporate Governance in Italy, ECGI Working paper n. 180-2007 (downloadable from www.ssrn.com).
· Slides
Teaching methods
Lectures with slides
Assessment methods
The evaluation will we made by a formal written exam at the end of the course. The exam will be made of 30 multiple choices (30/30 points). Oral exam in all the other exam dates.
Teaching tools
Papers, slides and one movie
Links to further information
http://www2.sa.unibo.it/docenti/marco.bigelli/didattica.html
Office hours
See the website of Marco Bigelli