corporate governance Syllabus

Corporate Governance Syllabus and Outline Spring 2012 Corporate Governance Instructor: Yang Ni This calendar is a general lesson guide The order of lessons, content, & topics may change due to time constraints, schedule conflicts, or classroom needs Description This course provides a description of the law, finance, economics, and ethics underlying and governing the structure and operation of the business corporation in the United States, China and other countries Subject matter includes the legal evolution of the corporation as an economic and moral “person”; the structure of ownership and its role in governance and capital formation; the role of the board as fiduciary and performance monitor; legal and ethical responsibilities of managers; comparative law of corporations; changes in corporate form; state and federal regulation of corporate structure, the securities markets, corporate information, and financial outcome Required Textbook Kenneth Kim, John R Nofsinger, Derek J Mohr, 2010, Corporate Governance, 3/E, Prentice Hall Other highly recommended material R.A.G Monks and N Minow, 2004, Corporate Governance (3rd edition), Blackwell Publishing K Ferber, 2002, Corporation Law, Prentice-Hall S Watkins and M Swartz, Power Failure: The Inside Story of the Collapse of Enron Subscription to Wall Street Journal and/or Financial Times Some other excellent financial magazines such as The Economist and Business Week also provide good applications of what you will learn in the class Chinese Journal: 三大证券报等 Recommended End-of-chapter Problems I encourage you to work through the problems Please note that these problems will typically not be discussed in class It is each student’s responsibility to check his\her answers Contents The study of governance will focus on the following topics: • Governance and Corporate Finance • Monitoring and Ownership Models • Executive Compensation • Entrenchment, Proxy Fights, and Takeovers • Boards of Directors • Comparative Systems If time permits, other topics may be covered Presentations of Special Topics: To be determined Course Evaluation  Participation & Class discussions (20%) Before the class, you should prepare for the session “Prepare” does not mean that you have all the answers to all the questions; it means that (1) you have read all the materials (e.g., the related chapters in the textbook) and (2) you have worked on the assigned questions for the problems or the cases  Presentation (30%) Each group will be assigned one of special topics to be presented in class (selected in consultation with the instructor) The presentation should comprise an introduction, discussion, and critical review of the special topic about corporate governance  Term Paper (50%) Each student will write an empirical research study on a topic selected in consultation with the instructor Write in standard English/Chinese, typed or printed, with no misspelled words and no major grammatical errors Each paper is to be an original work prepared for this assignment A reworking of a paper prepared for another course is not acceptable If you are using the same or a similar topic on which you have written in another class, please discuss this with me well in advance of the due date Course Policies Re-grading of Term Paper: If a student wishes to have a term paper re-graded they must submit a written explanation for the request within one week of the time that the grade was returned This explanation should focus on the reasons that why the grading is thought to be inappropriate Laptop and other portable devises: There is a close-laptop policy This policy also applies to other devices Academic Dishonesty: Academic dishonesty will not be tolerated in this course Penalties for academic offences may receive a grade of zero ... regulation of corporate structure, the securities markets, corporate information, and financial outcome Required Textbook Kenneth Kim, John R Nofsinger, Derek J Mohr, 2010, Corporate Governance, ... student’s responsibility to check hisher answers Contents The study of governance will focus on the following topics: • Governance and Corporate Finance • Monitoring and Ownership Models • Executive.. .Corporate Governance Instructor: Yang Ni This calendar is a general lesson guide The order of lessons,