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LUISS Guido Carli

Comparative corporate governance


ProfessorGiorgio Meo / Marcella Panucci
Course codeM048
General Discipline (SSD)IUS/04
Course Year5
SemesterII Semestre
Teaching LanguageEnglish
Total Workload146
Total Lesson Hours36
Course ContentsCorporate governance is about how firms are managed and controlled, i.e. how
power is distributed and exercised within and over firms. Multiple forces determine
the various players wielding power over a firm and how power is distributed among
them: the markets, culture, political ideologies, interest groups pressures, and, of
course, the law.
In the seminars we will cover a number of debates in comparative corporate
governance scholarship and discuss policy issues and legal rules, asking ourselves
why different corporate governance systems have evolved the way they have, why
some rules are in place and some others are not, whether it would be wise to
introduce them.
Reference BooksThe texts and exceprts will be indicated during the oral sessions.
Course Formative ObjectivesThis course will discuss comparative corporate governance mainly from a legal
policy perspective. Students will become acquainted with the main international
scholarly and policy debates in the field and, by the end of the course, should be
able to understand and make use all the main concepts and ideas that shape the
academic discussion.
PrerequisitesStudents are expected to be able to read English materials and write in English. Knowledge of business law is a prerequisite.
Teaching Method- lectures
- seminars
- cases
Assessment MethodThe final examination will consist of a written paper.
Criteria For Deciding On Subject Of Final Paper
Extended Program And Reference Reading Material
Week 1What is corporate governance (theory)
Week 2An historical overview (cases)
Week 3Models (theory)
Week 4Role and composition of the Board of Directors – the independent directors (cases)
Week 5Board of Directors: selection of NED and impact on board performance (cases)
Week 6Board of Directors: role and composition of Board Committees (cases)
Week 7Directors’ remuneration and succession plan of the CEO in listed companies (cases)
Week 8Board of Statutory Auditors: an Italian peculiarity in the international arena (theory)
Week 9Internal control and risk management system in listed companies (cases)
Week 10Stewardship principles for institutional investors and role and discipline of proxy advisors (theory)
Week 11Related parties transactions and minorities shareholders’ protection (theory)
Week 12Fiduciary duties – Conflict of interests