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HARVARD UNIVERSITY
ECON S-1476 International Corporate Governance Summer, 2008 M, Tu, Wed, Th - 3:30 - 6 PM, 214 Sever
Hall
Professor Charles A. Moran
TA:
Jodi Beggs
e-mail:prof@charlesmoran.net
email:
beggs@fas.harvard.edu
TA: Lin Johnson: johnsonl@mit.edu
Office Hours: by
appointment
Course
Description
This
course examines international corporate governance topics that collectively are
termed Agency Theory in modern finance, as applied to the corporation, with
focus on the separation of ownership and control and related issues. The formal and informal contracts that
bind together shareholders, bondholders, directors, managers, employees,
suppliers, customers and communities are explored. The collaborative efforts as well as the
potential conflicts of interests of these various constituencies will be
analyzed in the context of a changing legislative and regulatory
environment. This enables us to
evaluate the effectiveness of how corporate objectives are determined and
achieved in the U.S., Great Britain, Germany and Japan. Selected cases and readings illustrate
research findings and highlight key issues in international corporate
governance. The issues raised by recent scandals are integrated
into class lectures and discussions.
Course
Structure
Students are
expected to have read and considered the readings assigned prior to the
class for which they are assigned. Students will be assigned to random
groups and groups will have specific responsibilities for leading class
discussions as assigned in the Syllabus below. The group assigned to each
article shall assume responsibility for leading the discussion, by the class, of
that article. This will be accomplished from their seat in the classroom
and not formally - there is no need to stand or otherwise formally address the
class. This responsibility will include identifying the main points/issues
of the author, the relevance to the intellectual context of the course and
particularly areas of student disagreement with the author and the learning
outcomes for the class that are stimulated by the article. Each class will
be a combination of lecture and class discussion. The role of the lecture,
readings, and class discussions is to stimulate the student's thinking. It
is the intent that all contribute to the intellectual fabric of the course.
Many students may be accustomed to a course structure that is heavily based on
an in depth analysis of the relevant literature. That is not the case in
this course. We will use the articles and lectures as stimulations for
discussion and the students individual intellectual conclusions. The
individual student is encouraged, at their own initiative, to push class
discussions to further depths stimulated by their own analysis of the course
material.
Sections
A voluntary
section meeting will be offered each week of the course. The class will be
split in half with each half meeting with a TA each week. The TAs will
alternate weeks with each half. This will result in each half of the class
meeting with each TA twice during the course. The purpose of the section
is to provide a forum for the students to interact in a smaller group with the
TAs. It is an opportunity to pursue topics in greater depth or detail, to
ask questions and be exposed to the intellectual experiences of the highly
accomplished TAs. The student should, at their own initiative, use this
venue to drill down into the lecture topics to satisfy the student's personal
intellectual objectives for the course.
Prerequisites
ECON S-10ab or equivalent; ECON S-190 desirable, or consent
of instructor.
Required
Readings
Mallin, Christine A., Corporate Governance, 2nd Ed., New York, Oxford University Press,
2007.
“READINGS”: Chew, Donald H. and
Stuart L. Gillan (ed.), Corporate
Governance at the Crossroads, New
York, McGraw-Hill/Irwin, 2005.
Additional
material on reserve at the Lamont Library or Handouts in Class
Various articles noted in the assignments below
Optional: Shleifer, A. and Vishny, R., A Survey of Corporate Governance,
1995.
Wearing, Robert, Cases in Corporate Governance,
California, Sage Publications, 2006.
Course
Requirements
1.
Two hourly examinations: Thursday, July 3
and Wednesday July 9. Each
hourly exam
counts for 20% of the course grade for undergraduate students and 15% for
graduate students. Dictionaries
(English-First Language-English) may be used.
2. For graduate students, a 10-page
research paper due July 9. One page
proposal is
due on July 1. This paper
counts for 15% of the graduate
student’s course grade.
Undergraduates
may elect to do the paper, which will alter the grade percentages
to those for
graduate students.
3.
Final examination on Thursday, July 17 at 3 PM. The exam will be three hours, open book
and open notes. The final exam
counts 40% of the grade for undergraduates and 35% for graduate students.
4.
Readings and case preparation should be completed prior to the
lecture in which they
will be
covered. Presentation of cases and
class discussions (both individual &
group) will count as 20% of the grade for undergraduate and graduate
students. All
readings are required except where
indicated.
5.
Students will be assigned to groups. The group assignments are identified
in this syllabus.
SYLLABUS
Lecture 1: Monday, June 23
An overview of the course, including the relationship between
the theoretical foundations of corporate governance and the practical
constraints of successfully competing in highly competitive, fast moving
markets.
Group assignment I - Membership and choice
of an organizations for an in depth
investigation of the Board of Directors and their governance
perspective. The organization must be facing significant
challenges, be an example of governance failures OR be a model for
'effective' corporate governance on an industry, national or global scale.
Group assignment II – Leading class
discussions of readings and cases as assigned below. The group
should identify major issues, points of controversy and additional intellectual
contributions that can be uncovered by interactive class discussion.
Group assignment III
- Group
discussions: Cleveland Clinic and Fannie Mae
Distribute – Braniff Airlines Case
(See group assignment June 27) (Handout)
Lecture 2:
Tuesday, June 24
Building a
Foundation: Corporate Financing and Agency
Theory
Mallin - Introduction pp. 1-6 - Defining Corporate Governance
Brealey, R. and Meyers, S.,(2005) “An Overview of Corporate
Financing,” in Principles
of Corporate Finance, 8th edition.
Jensen, M.C. and W.C. Meckling, (1976) “Theory of the Firm:
Managerial
Behavior, Agency Costs and Capital Structure,” Journal of Financial Economics, 3:305-360.
Optional:
Shleifer, A. and Vishny, R.(1995) A Survey of Corporate Governance,
“Introduction” and “Agency Problem,” 2-17.
Lecture 3: Wednesday, June 25
The Context of the Corporation: The
Form and Substance
Mallin: Chapter 2 - Theoretical Aspects of Corporate
Governance pp. 9-17.
Discussion of Braniff Airlines Case -
Group 1 - From the perspective of Management
Group 2 - From the perspective of the Board of
Directors
Group 3 - From the perspective of Bankers and
Regulators
Group 4 - From the perspective of the CEO
Group 5 - From the perspective of the customers
Group 6 - From the perspective of other stakeholders
Lecture 4:
Thursday, June 26
Shareholders and Ownership
(Legal and Beneficial) - Theory and Reality
Mallin - Chapter 4 - Shareholders and Stakeholders, pp.
43-52
Mallin - Chapter 6 - The Role of Institutional Shareholders
in Corporate
Governance pp. 63-78
“READINGS”: Chew, #28, p. 347, “The
Growth of Institutional Stock Ownership: A Promise Unfulfilled.
(Group 1)
Optional: Shleifer, A Survey of Corporate Governance,
“Financing without Governance”, “Legal Protection”,
“Concentrated Ownership”, & “Costs of Concentrated Ownership,”18-39.
Lecture 5: Monday, June
30
Corporate Stakeholders - Developing a Model
to Differentiate Rights and Benefits.
Fama, Eugene (1980) “Agency Problems and the Theory of the
Firm,” Journal of
Political Economy, 88, 288-307. (Group
2)
“READINGS”: Chew, #3 - "Is American
Corporate Governance Fatally Flawed?" p. 41(Group 3)
(Handout) Colvin, Geoffrey “America’s Worst Boards,” Fortune, April
17,2000 & May 14, 2000 (Group 4)
Lecture 6: Tuesday, July 1
Exercising Power and Control – Western
Europe
NOTE: For those writing a paper, a one page, typed
proposal is due today. The proposal
should include the research topic, purpose of the paper and a preliminary
bibliography.
Millan -
Chapter 10 - "Corporate Governance in Continental Europe" p 123- 147.
“READINGS”: Chew, #29 - Corporate
Ownership and Control in the U.K., Germany and France (Group
5) #30 - Large Bank Stockholders in Germany: Saviors or
Substitutes? (Group 6) #33 - Recent Developments in German Capital
Markets and Corporate Governance (Group 1)
Lecture 7: Wednesday July 2
Exercising Power and Control – Central &
Eastern Europe, Southeast Asia, etc.
Students should use this class to introduce corporate
governance models from their home country or organizations they have been involved with (Corporate or others)
Millan - Chapter 11 - Corporate Governance in
Central & Eastern Europe, pp 149-171
Millan - Chapter 12 - Corporate Governance in Southeast Asia,
pp. 173-191
Millan - Chapter 13 - Corporate Governance in South Africa,
India & Brazil, pp 193-206.
“READINGS”: Chew, #34, “Corporate
Governance in an Emerging Market: The Case of Isreal" (Group 2)
Lecture 8:
Thursday, July 3
- HOURLY EXAM # 1,
5-6
PM.
The Organization and Behavior of Boards of Directors
Millan - Chapter 8 - Directors and Board Structure, pp. 93-108.
Millan - Chapter 9 - Directors' Performance and Remuneration, pp.
109-120.
Lecture 9:
Monday, July 7 - NOTE: Due to Group Board of Directors
discussions, some assignments may be carried over to next class.
The Board of Directors: Thoughts on the Effectiveness of Boards
“READINGS”: Chew, #12 - "The
Director's New Clothes (Or, The Myth of Corporate Accountability)", p. 151
(Group 3) #13 - "Continental Bank Roundtable on the Role of
Corporate Boards in the 1990s", p. 158(Group 4) #14 -"The
Active Board of Directors and its Effect on the Performance of Large
Publicly Traded Corporation", p. 177(Group 5); Fama, Eugene and Michael Jensen (1983a), “Separation of
Ownership and Control,” Journal of Law and Economics, xxvi, 301-325. (Group 6);
Kaufman, Allen & E. Englander,
"A team production model of corporate
governance" Academy of Management Executive,
Vol.19, No.3, 2005, 19-22. (Group 1)
DISCUSSION OF GROUP BOARD’S OF
DIRECTORS
Lecture 10: Tuesday, July 8
The CEO: Relationships with the Board
and other Stakeholders
CONTINUE DISCUSSION OF GROUP BOARD’S OF
DIRECTORS
Handout: "How Much is Too Much?
Board of Director Responses to Shareholder Concerns about CEO Stock Options"
Academy of Management Perspectives, (May, 2006) Vol. 20 No. 2 (Group
2) “READINGS”: Chew, #15 - "CEO
Incentives - Its not How Much you Pay, but How p. 192 (Group
3) #17 - Has Pay for Performance Gone Awry? Views
from a Corporate Governance Forum" p. 209 (Group 4) #18 -
Golf Tournaments and CEO Pay - Unraveling the Mysteries of Executive
Compensation" p. 219 (Group 5) #22- "Six Challenges in Designing
Equity-Based Pay" p. 268 (Group 6)."Redraw the Line Between the Board and
the CEO,” Harvard Business
Review, March/April 1995, 153-165.
(Group 1)
Lecture 11: Wednesday,
July 9
Jody and Lin will discuss their own research, the
theoretical and practical applications of that research and the implications for future research
IN CLASS ESSAY on effective
corporate governance, 5-6 PM.
Thursday, July 10 - There is no class
scheduled for today - It will be made up at the regular time in the regular classroom on Wednesday, July 16.
Lecture 12: Monday, July 14
-
Research Paper Due
Evaluating Senior Management: Is the Board at
Maximum Effectiveness?
(Group 2) - Donaldson, G., “A New Tool for
Boards: The Strategic Audit,” Harvard
Business Review, July/August 1995, 99-107.
(Group 3) - Smale, J.G., A.J. Patricof, D. Henderson,
B. Marcus, and D.W. Johnson, “Perspectives:
(Group 4) - “General Motors’ Board Guidelines on
Significant Corporate Governance Issues” (Handout)
(Group 5) - "General Electric Board Guidelines" - Search
for at GE website
Lecture 13: Tuesday July 15
Looking Toward the Future: Balancing
Optimism and Pessimism for Effective
Corporate Governance.
"Readings" - Chew #23 - "The CEO: A Visible
Hand in Wealth Creation" p. 283 (Group 6).
Morck, R., A. Shleifer and R. Vishny (1989), “Alternative
Mechanisms of Corporate Control,” American Economic Review, 79, 842-52 (Group 1).
(Group 2) - The Working Group on Corporate Governance,
“New Compact for Owner’s and Directors,” Harvard Business Review, July/Aug,
1991.
Optional: Shleifer, A. “Which System is Best,” A Survey of Corporate Governance,
51-60.
Lecture 14: Wednesday July 16
Looking Toward the Future: Standards,
Models and Visions
"Readings" - Chew #3 - "Is American Corporate
Governance Fatally Flawed?' p.41,(Group 3); #35 - Evidence that Greater Disclosure Lowers
the Cost of Equity Capital, p. 437, (Group 4); #38 - How to Fix Accounting - Measure and
Report Economic Profit p. 472, (Group 5); #40 - "Just say no to Wall Street: Putting a Stop
to the Earnings Game" p. 506,(Group 6).
Each
group will be prepared to discuss aspects of a governance model that they see as
effective and efficient. The above readings will not be discussed
individually, but the groups will introduce ideas from the articles or
stimulated by the articles to enrich this discussion.
Final Exam – Thursday,
July, 17 at 3 PM.
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