- Docente: Marco Bigelli
- Credits: 6
- 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)
Also valid for Second cycle degree programme (LM) in Business Administration (cod. 0897)
-
from Sep 16, 2025 to Dec 09, 2025
Learning outcomes
This course provides an in-depth overview of the main international models of corporate governance, comparing bank-oriented systems (e.g., Japan, Germany) with market-oriented ones (e.g., US, UK), and exploring the implications of ownership-control separation in public companies. Through case studies such as the Enron scandal and legal frameworks like the Sarbanes-Oxley Act, students examine both external and internal governance mechanisms, including boards of directors, incentive schemes, and institutional monitoring. Particular attention is given to shareholder protection, with a focus on legal devices used in Continental Europe, dual-class voting structures, and self-expropriation issues. The course concludes by addressing EU-level reforms such as the Financial Services Action Plan, the Market Abuse Directive, and the Takeover Directive, highlighting their role in the integration and regulation of European financial markets.
Course contents
Program (and relative reading material)
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". 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: board of directors, debt, monitoring by institutional investors, incentive schemes.
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. Legal and non-legal tools for shareholder protection.
6. Corporate governance reforms and investors' protection in Italy. Self-expropriation in dual class-voting: a case study approach.
7. The value of the voting right in dual class firms: theory and evidence
8. The Financial Services Action Plan and major EU directives. Economics of Insider trading and the EU Market Abuse directive
9. Economics of Takeovers and the EU takeover directive
Readings/Bibliography
Required Readings:
- Slides used in class and available on Virtuale
- A Corporate Governance Book appositely made for this class: Bigelli M., International Corporate Governance, 2025, available on Amazon at https://tinyurl.com/3xwwhhkk
- 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”,
Teaching methods
The main instructional approaches used in the course are:
- Lectures
- Case studies
- Problem-Based Learning
Assessment methods
- 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
Grading scale:
< 18: failed
18-23: sufficient
24-27: good
28-30: very good
30 e lode: outstanding
Suggested exercise book: http://amzn.to/1jw5rDq.
Erasmus: at most 15 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
SDGs


This teaching activity contributes to the achievement of the Sustainable Development Goals of the UN 2030 Agenda.