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Corporate Governance

Fall 2009 EMBA Course

B7399-015: Corporate Governance

2010 Spr/Sum & Global 2010, Menu D, B7302 not required - 04:00AM to 05:00AM

Instructor: Franklin Edwards


Currently there are pending more legislative and regulatory proposals for changes in corporate governance than ever before, both in the United States and in most other countries.  There could not be a better time for you to learn about these issues and to form your own opinions about how we should shape the future of business whether you live and work.  What powers should senior managers have?  How should corporate directors be elected?  What legal responsibilities should directors and senior managers have?  How should managers be compensated?  Should hostile takeovers be allowed?  Should activist shareholders, such as hedge funds, be given significant powers to influence corporations?  These are just a few of the issues now pending in Washington and other major countries.

            Corporate Governance is fundamentally about how business firms are organized and managed, and covers key corporate governance mechanisms that have evolved to achieve this goal: the board of directors, fiduciary duties of managers and directors, rights and responsibilities of controlling owners, protections for minority shareholders, executive compensation, shareholder activism and the rights of shareholders, hostile takeovers, and the role of gatekeepers such as auditing firms, investment banks and credit rating organizations.  For more information, please see the syllabus posted on Angel.

            I have not taught this course in EMBA for the last two years because of other obligations. In the past it has counted as both a management and finance elective.  I look forward to seeing some of you in my Corporate Governance class this Fall.