34546 - International Corporate Governance

Learning outcomes

At the end of the course, the students can compare the main international models of corporate governance and their specific problems. They can also confront on the minority shareholders' protection and on the integration of the European Financial markets through the recent harmonization of financial regulation.

Course contents

1. Course introduction: International corporate governance models: Bank oriented (Japan, Germany, continental Europe) versus market oriented (US, UK). The anglosaxon model and the "public company".
2. Agency costs from separation of ownership and control in a public company. External solutions: market for products, market for managers, market for corporate control.
3. Agency costs from separation of ownership and control in a public company. Internal solutions: board of directors, debt, monitoring by institutional investors, incentive schemes.
4.  The US Enron scandal and the Sarbanes-Oxley Act
5. The Continental European Model: ownership-control separation through “legal devices". Major effects of Ownership/Control separation through legal devices.
6. Investors’ protection around the world. The Law and Finance approach and its critics. Legal and non-legal tools for shareholder protection.
7. Corporate governance reforms and investors’ protection in Italy. Self-expropriation in dual class-voting: a case study approach.
8. The value of the voting right in dual class firms: theory and evidence
9. The Financial Services Action Plan and major EU directives. Economics of Insider trading and the EU Market Abuse directive
10. Economics of Takeovers and the EU takeover directive

Readings/Bibliography

Required readings:

• All Slides used in class 
• From 2025-2026 academic year: A Corporate Governance Book appositely made for this class : Bigelli M., International Corporate Governance, 2025, available on Amazon.com.
•   Suggested exercise book: http://tinyurl.com/mkyledf

Supplementary Readings (Optional):

• Denis D. K. and J.J. McConnell, 2003, “International corporate governance”, Journal of Financial and Quantitative Analysis, 38, 1-36.
• Schleifer and R. W. Vishny, 1997, “A Survey of Corporate Governance”, Journal of Finance 52, 737-783.
• Burkart M. and F. Panunzi, 2006, Takeovers, ECGI Working paper n. 118-2006.
• Adams, R., and D. Ferreira, 2008, “One share, one vote: The empirical evidence”, Review of Finance, 12, 51-91.
• La porta et al. (1998), “Law and Finance”, Journal of Political Economy, 106, 1113-1155.
• Rajan R. G. and L. Zingales (2003), “The great reversals: the politics of financial developments in the twentieth century”, Journal of Financial Economics 69, 5-50.
• M. Bigelli, S. Mengoli (2011), Self-expropriations versus self-interests in dual class voting”, Financial Management 40, 677-699.

Teaching methods

The main instructional approaches used in the course are:

- Lectures

- Case studies

- Problem-Based Learning

Assessment methods

Though not compulsory, class attendance and participation is strongly encouraged.

Course evaluation will be as detailed in the following:

Component Weight (%)

Final Exam 100

 

- Final exam structure:

The exam will be made of 20 multiple choices (20/30 points) and some small exercises (for a total of 10/30 points) (plus some extra multiple choices/exercise/open question for the Laude in case of 30/30 on the previous exam parts. The exam should be made within one hour.

The evaluation of the answers of the exam depends on the correctness, completeness and rigor of the answers

- Exam policy:

This exam is one of 3 modules which make an integrated course. The final grade for the integrated course (Corporate finance) will be computed as a credit-weighted average of the three modules of the integrated course: Corporate Governance (6 credits) Risk Management (6 credits) and Financial Laboratory (4 credits). However, the minimum grade to be taken in each of the three modules is equal or above 16/30

All positive grades for the integrated exam (under condition that each partial exam mark is above or equal 16/30) will be automatically registered within two weeks from grading unless students ask not to proceed and the exam mark will be consider as “rejected”.

In the re-take exam dates of January-February all integrated exam-grades above 23 should be automatically registered and cannot be refused.

Grading scale:

< 18: failed

18-23: sufficient

24-27: good

28-30: very good

30 e lode: outstanding

Erasmus: at most 10 Erasmus and Overseas students will be admitted to the course and the exam.

Students with disability or specific learning disabilities (DSA) are required to make their condition known to find the best possibile accommodation to their needs.

Teaching tools

Tools, platforms, or resources used during the course:

- Learning platform: Virtuale (virtuale.unibo.it) contains the slides and the course material

- Presentation software: PowerPoint

- Communication tools: Email; Teams.

Office hours

See the website of Marco Bigelli