The course aims to introduce doctoral students to the concept of corporate governance, its variety
of existing theories and models in Europe and North America. Particular emphasis will be given to
two special topics: i) corporate governance among non-financial listed firms in Italy and ii)
theories and empirical evidence on executive and director remuneration.

Topics
1. Corporate governance: definitions and origin.
2. Corporate governance: accountability and performance.
3. Corporate governance: main theoretical approaches.
4. Corporate governance systems in Europe and North America.
5. The role of the codes of best practices. The Italian Corporate governance Code.
6. Corporate governance in Italy: key issues.
7. Executive and director remuneration. Optimal contracting theory or rent-extraction?

Syllabus

Lecture 1

– Shleifer A, Vishny R (1997), A Survey of Corporate governance, The Journal of Finance, 52(2), pp. 737-783

– Tirole J. (2006), The Theory of Corporate finance, Princeton University Press, chapter 1.

Lecture 2

– Letza S., Sun X., Kirkbride J. (2004), Shareholding Versus Stakeholding: a critical review of corporate governance, in Corporate Governance: an international review, Vol. 12, N. 3, pp. 242-262.

– Kumar, P., Zattoni, A. (2015), In Search of a Greater Pluralism of Theories and Methods in Governance Research. Corporate Governance: An International Review, 23: pp. 1–2.

Lecture 3

– Schiehll, E., Ahmadjian, C. and Filatotchev, I. (2014), National Governance Bundles Perspective: Understanding the Diversity of Corporate Governance Practices at the Firm and Country Levels. Corporate Governance: An International Review, 22, pp. 179–184

– Weimer J., Pape J. (1999), A Taxonomy of Systems of Corporate Governance, Corporate Governance: An International Review, 7(2), pp. 152–166.

Lectures 4, 5 and 6

– COMITATO PER LA CORPORATE GOVERNANCE, Code of Conduct, July, 2015 (freely available in English at www.borsaitaliana.it)

– Judge, W. (2012), The Importance of Considering Context when Developing a Global Theory of Corporate Governance. Corporate Governance: An International Review, 20: 123–124.

Lectures 7 and 8

– Melis A., Gaia S. (2011), Corporate Governance in Italy: Normative Developments vs. Actual Practices, in C. Mallin (edited by), Handbook on International Corporate Governance. Country Analyses, 2nd edition, Elgar, USA, 2011 (chapter 4)

Lectures 8, 9, 10, 11 and 12

– Benchuk L., Fried J. (2003), Executive Compensation as an Agency Problem, in Journal of Economic Perspectives, Vol. 17, pp. 71–92

– Boyd B. K., Franco Santos, M. and Shen, W. (2012), International Developments in Executive Compensation. Corporate Governance: An International Review, 20: 511–518

– Melis A., Carta S., Gaia S., (2012), Executive remuneration in blockholder-dominated listed firms. How do Italian firms use stock options?, in Journal of Management and Governance, 16(3), pp. 1-30.

– Mallin C., Melis A., Gaia S. (2015), The remuneration of independent directors in the UK and Italy: An empirical analysis based on agency theory, International Business Review, 24(2), 175–186.

– Zattoni A., Van Ees H. (2012), How to Contribute to the Development of a Global Understanding of Corporate Governance? Reflections from Submitted and Published Articles in CGIR, Corporate Governance: An International Review, 20(1): 106–118.

Evaluation

The final grade will be based on two components of the PhD student’s work in the course:
research project and written exam.

Research project: At the end of the course, the PhD student is expected to prepare a 2,000 words
research proposal on a corporate governance related topic. The research proposal should contain
the aim of the project, the research question(s), literature review, research methdology and
expected contribution to theory and practice.

Written exam: At the end of the course, the PhD student will take a written exam with open-ended
question about the topics of corporate governance studied.