MGT 583 - Corporate Governance
This 2-credit course looks at the past, present, and future of corporate governance, focusing on what senior managers need to know about the system, the process, the participants, the legal environment, and the most important developments in the field over the last twenty years.
We will lead off with a question that is debated with increasing frequency: Who owns the corporation? The answer to this question is crucial to defining corporate governance for the 21st century. Next, we will look at the rise of the institutional investor and its impact on the shareholder-board-management relationship. We will also consider what role the SEC, the government, activists, and other regulatory agencies or influence groups play in the process. We will then look at the changing role of the director in today’s public corporation, the emergence of private company boards, and delve into the issue of what a fiduciary responsibility really means. We then turn to today’s news and take a good look at Sarabanes-Oxley, the new Accounting Oversight Board, the workings of the SEC and related topics. In the fifth session we take a global perspective on the governance issue. After looking at the (very different) systems of say, Germany and Japan, we will broach the question whether global convergence in governance models and processes is in sight and what this may imply. The final two sessions are devoted to an analysis of best practices, and special topics such as executive compensation and board evaluation.