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Corporate Governance

Fall 2009 MBA Course

B9701-015: Corporate Governance

MW - Full Term, 02:15PM to 03:45PM
Location: URI 329

Instructor: Franklin Edwards

Core participants in a typical business firm are its owners (shareholders), managers, directors, employees, and, if the firm is a debtor, its creditors.  Corporate Governance is fundamentally about how business firms are organized and managed, and why different rights and responsibilities are assigned to core participants in the firm.  A primary goal of corporate governance is to provide managers with the freedom to make decisions that advance the interests of the firm while protecting the interests of all corporate participants.
This course covers the 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 and powers of shareholders, hostile takeovers, and the role of gatekeepers such as auditing firms, investment banks and credit rating organizations.