Ateneo - UPO

Corporate scandals (Enron, Parmalat, Lehman Brothers) around the world have reinforced the perception that managers are unwatched. The course starts by emphasizing the importance of managerial accountability. Then, the course offers a review of the various instruments and factors that help align managerial incentives with those of firm. A special attention is devoted to the objective of the firm, namely, whom managers should be accountable to.

The course contents might be modified to include seminars or lectures by Visiting Professors.

Zattoni. Corporate governance. Milano: Egea.
Brickely, Smith, Zimmerman. Managerial Economics and Organizational Architecture. Irvin McGraw Hill, sesta edizione.

Additional reading:
Tirole. The Theory of Corporate Finance. Princeton University Press (chapter I).

1) Knowledge and understanding skills.
Knowledge of governance systems and manager incentive issues in light of corporate goals and performance.

2) Ability to apply knowledge and understanding.
To be able to identify governance systems and manager incentive problems and envisage solutions for the firm.

3) Autonomy of judgment.
To use economic analysis to discriminate among alternative governance models useful in interpreting empirical evidence on incentive conflict issues.

4) Communication skills.
To be able to understand the impact in terms of value to the firm and stakeholders of different corporate governance structures and managerial incentives.

5) Learning skills.
To be familiar with the relevant literature on the topic of managerial incentives and corporate governance, and the main evidence on the consequences of incentive conflict and governance structures, particularly in Italy and Europe.

CFU per teaching type: 6 CFU for in-class lectures - DE

The course does not require any particular prerequisite.

Teacher-led lessons (theory and exercises).

Attendance is not mandatory but highly recommended.

Other useful resources:
https://ideas.repec.org/
http://www.ssrn.com/en/
www.scholar.google.com

Department's electronic resources:
www.scopus.com
http://apps.webofknowledge.com/UA_GeneralSearch_input.do?product=UA&search_mode=GeneralSearch&SID=Z1PHRcE6xJX5IyMyunz&preferencesSaved=

Students with physical disabilities, Learning Disabilities or Special Education Needs can request specific services and tools via the Staff Sviluppo e Coordinamento Carriere e Servizi alle Studentesse e agli Studenti, consulting the University webpage: https://www.uniupo.it/en/services/servicesstudents-physical-or-learning-disabilities Students with disabilities, learning disabilities or special education needs, once they have contacted the University Staff, can refer to the tutor in charge of the course to define the examination modalities, concerning academic aspects.

The exam is written and consists of three parts: 1) an open question on fundamental aspects of the course, 2) an exercise divided into several sub-points, 3) a series of specific questions. The exam will focus on all the material mentioned in the Course texts session, including the material provided in classe. Examples of questions and exercises included in the written exam can be found in the Self-evaluation problems and Review questions sections at the end of each chapter of Brikley, Smith, Zimmerman (sixth edition). The exam may be in oral form when the lecturer considers it appropriate.

< 18: Significant gaps in subject knowledge, unanswered questions, or inadequate answers.
18–24: Acceptable preparation, but with significant gaps or topics that have not been adequately studied.
25–28: Good knowledge of the subject matter and ability to establish connections between concepts.
29–30: Complete and thorough preparation, with a clear and coherent understanding of the topics covered.
30 with honours: Excellent knowledge, outstanding analytical, critical, and integrative skills, and full command of technical terminology.

1) Incentive conflicts and contracts
2) Controlling incentive problems in firms through contracts
3) Implicit contracts and reputational concerns
4) Incentives compensation
5) Corporate governance
6) Integration of the gender dimension: Board diversity.
The course programme might be modified to include seminars or lectures by Visiting Professors.

At the end of the course, students will be able to:
1.Define the firm as a focal point for a set of contracts.
2.Identify important owner-manager conflicts, as well as other potential stakeholder conflicts.
3.Explain how contracts can be used to help control incentive problems.
4.List the important trade-offs in effective compensation plans.
5.Identify the various forms of incentive pay and discuss the controversy surrounding incentive pay.
6.Describe the decision authority and incentives of shareholders, boards of directors, and top management of large corporations.
7.Explain how market forces contribute to corporate governance.