47649 - Corporate Governance

Academic Year 2018/2019

  • Docente: Marco Bigelli
  • Credits: 8
  • SSD: SECS-P/09
  • Language: Italian
  • Teaching Mode: Traditional lectures
  • Campus: Bologna
  • Corso: Second cycle degree programme (LM) in Financial Markets and Institutions (cod. 0901)

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 shareholders protection and expropriation and on some EU directives aimed to integrate European Financial Markets .

Course contents

1.      Course introduction: International corporate governance models: Agency costs from separation of ownership and control in a public company. External solutions: market for products, market for managers, market for corporate control.  

2.      Agency costs from separation of ownership and control in a public company. Internal solutions 

3.      The US Enron scandal and the Sarbanes-Oxley Act

4.      The Continental European Model: ownership-control separation through “legal devices". Major effects of Ownership/Control separation through legal devices.

5.      Investors' protection around the world. The Law and Finance approach and its critics.

6.      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 voting rights in dual class stocks: 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.

12    Italian takeovers and Telecom's takeover

13      Project Works (if the number of students will allow to do it)

Readings/Bibliography

Required reading material (REQ)

  • All Slides used in class (numbered in base of the lecture's number)
  • REQ1: 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.
  • REQ2: Burkart M. and F. Panunzi, 2006, Takeovers, ECGI Working paper n. 118-2006.
  • REQ3: Schleifer and R. W. Vishny, 1997, “A Survey of Corporate Governance“, Journal of Finance 52, 737-783.
  • REQ4: Enriques L. and P. Volpin, 2007, “Corporate Governance Reforms in Continental Europe“, Journal of Economic Perspectives 21, 117-140.
  • REQ5: Barbi M., M. Bigelli, S. Mengoli, “Italian Corporate Governance”, in “The Handbook of International Corporate Governance: A Definitive Guide”, 2nd edition May 2009, The Institute of Directors, Kogan Page, London.
  • REQ6: M. Bigelli, S. Mengoli (2011), Self-expropriations versus self-interests in dual class voting”, Financial Management 40, 677-699.

 

 

Extra required reading material for non-attending students taking the exam in the official exam sessions (January-February and September)  rather than at the end of the course (OPT-REQ)

·        OPT-REQ1: La porta et al. (1998), “Law and Finance”, Journal of Political Economy, 106, 1113-1155.

·        OPT-REQ2: La porta et al. (2000), “Investor protection and corporate governance”, Journal of Financial Economics 58, 3-27.

·        OPT-REQ3: 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.

 

Optional reading material (OPT)
  • OPT1: EU Takeover directive
  • OPT2: Sarbanes-Oxley Act
  • Other laws

Teaching methods

Lectures on slides and case studies with some short videos projected from time to time

Assessment methods

Final exam and grading for attending students Final exam The evaluation of attending students will we made by a final exam at the end of the course. The exam will be indicatively made of 20 multiple choices (20/30 points) and some small exercises (for a total of 10/30 points) and will last 1 hour. Grades above 24 in the retake exams. Re-take exams will be made of three open questions and students will have to study also the following study material:

 

·  

  • OPT-REQ1: La porta et al. (1998), “Law and Finance”, Journal of Political Economy, 106, 1113-1155.
  • OPT-REQ2: La porta et al. (2000), “Investor protection and corporate governance”, Journal of Financial Economics 58, 3-27.
  • OPT-REQ3: 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.

 

 

Teaching tools

Slides, short clips, case studies analysis and papers.

Links to further information

http://bit.ly/KfyWWl

Office hours

See the website of Marco Bigelli