Upravlenie_v_transnatsionalnykh_korporatsiakh

Useful links

1.http://www.parmalat.net/en/

2.http://www.italiansrus.com/articles/ourpaesani/parmalat.htm

3.http://www.larouchepub.com/other/2004/3102parmalat_invest.html

4.http://evanflaschen.net/Parmalat%20Case%20Study.pdf

3.Case study. Find information about “Polly Peck International” and the problems connected with the corporate governance. Be ready to discuss about how this example could influence changes in the practices of corporate governance development.

4.Try to work out “Five Golden Rules” of best corporate governance which can help to prevent negative effects described in the case studies. Here you can express your own view and write an essay (not more than

1page).

5.Look through the Cadburry Report, 1992. Be ready to discuss main issues highlighted in the document. You should make a table which will help you to describe all main aspects of corporate governance provided by Cadbury Report by the following criteria:

Information about Board of Directors;

Chairmanship;

CEO;

Board Committees;

Remuneration of Directors;

External and Internal Control.

Useful link

http://www.ecgi.org/codes/documents/cadbury.pdf

SEMINAR 3

TOPIC 2. Corporate Governance: Evolution of Theories of Corporate Governance

Aim of the seminar: to form knowledge about the evolution of theoretical approaches to corporate governance.

Outcome: students have to understand the origins of separation of ownership and control in corporate governance. They should know how corporate governance concept is viewed by Theory of the Firm, Theory of Bounded Rationality and Resource Dependency Theory.

Key issues to be discussed at the seminar

1.Revising lecture material. Students should pay attention to the following issues of corporate governance highlighted at the lectures:

Adolf Berle & Gardiner Means (1932) and the essentials of corporate governance;

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Separation of ownership and control;

Ownership type;

Ronald Coase (1937) and the Theory of the Firm;

Agent – principal model;

Executive compensation;

Residual control;

Herbert Simon (1957) and the Theory of the Bounded Rationality;

Irrational behavior;

Asymmetric information;

Michael Jensen and William Meckling (1972) and the Agency Theory;

Agency costs;

Conflict of interests;

Managerial behavior;

Ownership structure;

Chairman – CEO duality;

Aldrich & Pfeffer (1976) and Resource Dependence Theory;

Inter-organizational dependencies;

External control.

2.For this seminar, please, find more information according to the materials of the lecture. You can choose any theory of corporate governance you are interested in and make a small report (up to 10 minutes):

Theory of the Firm;

Transaction Costs Theory;

Resource Dependency Theory;

Stewardship Theory.

Literature

1.Chen, P. “Complexity of Transaction Costs and Evolution of Corporate Governance”, The Kyoto Economic Review, 76 (2), 139–153, 2007.

2.Coase, R. “The Nature of the Firm”, Economica, New Series, Vol. 4, No. 16. (Nov., 1937), pp. 386–405.

3.Davis, G. “Resource Dependence Theory: Past and Future”, Research in the Sociology of Organizations, April 1, 2009.

4.Donaldson, L. “Stewardship Theory or Agency Theory: CEO Governance and Shareholder Returns”, Australian Journal of Management, 16, 1, June 1991.

5.Haslinda A. “Fundamental and Ethics Theories of Corporate Govern-

ance”, Middle Eastern Finance & Economics, Issue 4, 2009.

6. Kostyuk A. N. Corporate Governance : textbook / A. N. Kostyuk, U. Braendle, R. Apreda. – Sumy : Virtus Interpress, 2007. – 424 p.

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7.Udayasankar, K. “Integrating Multiple Theories of Corporate Governance : A Multi-Country Empirical Study”, Academy of Management

Best Conference Paper 2005.

8.Williamson, O. “Transaction cost economics: an overview”, A Speech.

3.“Ownership”: key aspects of the concept. Find information about the definition of the term “ownership”. Make a report on evolution of ownership concept.

4.What does the separation of ownership and control mean in corporate governance?

Useful link

http://www.wordiq.com/definition/Ownership

You can also use any book on corporate governance.

5.Listen to an interview with the Nobel Prize Winner Oliver Williamson on organizational issues of corporate governance. Be prepared to discuss it. Also be ready to discuss transaction costs theory.

6.Group discussion. Mergers and acquisitions in corporate governance. Read about mergers and acquisitions in modern business to understand what it is and how it works. Try to answer the question “Takeover – what is it?” Try to find information (think) about how corporate governance and M&A are connected with each other. Prepare a small report (no longer than 15 min.) to present it on the seminar.

Useful link http://www.economics.smu.edu.sg/femes/2008/papers/170.pdf (you can

see that takeovers were one of the wide-spread mechanisms at the end of the 20th century in the USA).

SEMINAR 4

TOPIC 2. Corporate Governance: Evolution of Theories of Corporate Governance

Aim of the seminar: to form knowledge about the evolution of theoretical approaches to corporate governance.

Outcome: students have to understand the basic issues and mechanisms in corporate governance. They should know how corporate governance concept is viewed by Transaction Costs Theory, Stakeholder Theory and Stewardship Theory. Students should learn how to identify corporate governance issues and analyze the negative consequences of misunderstandings in corporate governance during corporate mergers by studying a certain case study.

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Key issues to be discussed at the seminar

1.Revising lecture material. Students should pay attention to the following issues of corporate governance highlighted at the lectures:

Oliver Williamson (1981) and Transaction Cost Theory;

Transaction costs economics;

Managerial opportunism;

Transaction;

Transaction costs;

Independent directors;

Internal control;

Edward Freeman (1984) and Stakeholder Theory;

Stakeholders;

Reporting. Board Committees;

Donaldson, Davis, Schoorman (1997) and Stewardship Theory;

Role of CEO in corporation;

Fiduciary duties of directors;

Lack of independence. Enron case.

2.For this seminar, please, find more information according to the materials of the lecture. You can choose any theory of corporate governance you are interested in and make a small report:

Stakeholder Theory;

Agency Theory;

Theory of Bounded Rationality.

Literature

1.Chen, P. “Complexity of Transaction Costs and Evolution of Corporate Governance”, The Kyoto Economic Review, 76 (2), 139–153, 2007.

2.Coase, R. “The Nature of the Firm”, Economica, New Series, Vol. 4, No. 16. (Nov., 1937), pp. 386–405.

3.Davis, G. “Resource Dependence Theory: Past and Future”, Research in the Sociology of Organizations, April 1, 2009.

4.Donaldson, L. “Stewardship Theory or Agency Theory: CEO Governance and Shareholder Returns”, Australian Journal of Management, 16, 1, June 1991.

5.Haslinda A. “Fundamental and Ethics Theories of Corporate Governance”, Middle Eastern Finance & Economics, issue 4, 2009.

6. Kostyuk A. N. Corporate Governance: textbook / A. N. Kostyuk,

U. Braendle, R. Apreda. – Sumy : Virtus Interpress, 2007. – 424 p.

7.Udayasankar, K. “Integrating Multiple Theories of Corporate Governance: A Multi-Country Empirical Study”, Academy of Management

Best Conference Paper 2005.

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8.Williamson, O. “Transaction cost economics: an overview”, A Speech.

3.Group presentation and discussion. Case study. Read about 1998 DaimlerChrysler Merger. Pay attention to what changes were made during the merger, future of the participants, length of the merger, changes in corporate governance. Questions that should be discussed during the presentation are listed below:

History and economic conditions of automobile industries in Germany and the USA before the merger. What can be learned from the history of automobile industries in Germany and the USA?

Companies and their financial condition before the merger;

Total costs of the merger;

New company registration;

Mechanism of the merger;

Shareholders and their stakes in a new company;

Board structure of companies before and after the merger;

Pros and cons of the merger for each party;

Problems and mistakes during the merger;

SWOT analysis of the merger;

Was it a “merger of equals” or simply takeover? Explain your point of view;

The way this merger should be executed. Propose your ideas and explain them.

Useful links

1.http://www.slideshare.net/trozanski/daimler-chrysler-ag-from-merger- to-divorce

2.http://www.slideshare.net/leminhhai/daimchrysler

3.http://www.automotoportal.com/article/daimlerchrysler-to-sell- chrysler-group-to-cerberus

4.http://www.daimler.com

5.http://www.chrysler.com/en/

Watch the video of press conference of the DaimlerChrysler Merger, 1998: http://www.youtube.com/watch?v=KfgrNYHyEkc

Use the following link to prepare the materials: http://murphylibrary.uwlax.edu/digital/jur/2002/carpiaux.pdf

SEMINAR 5

TOPIC 3. Corporate Governance Concepts

Aim of the seminar: to form knowledge about main concepts in corporate governance, their specifics, differences and the background.

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Outcome: students should study various corporate governance codes and make a comparative analysis about specifics of corporate governance in various countries.

Key issues to be discussed at the seminar

1.Revising lecture material. Students should pay attention to the following issues of corporate governance highlighted at the lectures:

Monistic concept of corporate governance. Shareholders;

Main conditions for the monistic concept of corporate governance;

Dualistic concept of corporate governance. Employees;

Main conditions for the dualistic concept of corporate governance;

Employee representation in the board of directors;

Pluralistic concept of corporate governance. Stakeholders;

Main conditions for the pluralistic concept of corporate governance. Legal provisions.

2.For this seminar, please, find more information according to the materials of the lecture “Corporate Governance Concepts”. Read more about corporate governance concepts to be ready to present your ideas during the discussion.

Literature

Kostyuk A. N. Corporate Governance : textbook / A. N. Kostyuk,

U.Braendle, R. Apreda. – Sumy : Virtus Interpress, 2007. – 424 p.

3.Provide a critical feedback on the Walker Review of corporate governance with regard to the board committees.

4.Make a report on “Shareholder Activism” (up to 10–15 min. report). Try to find examples from real business situation.

5.Make a report on CG codes of the following countries. Be ready to discuss main issues highlighted in documents. You can choose other countries as well.

The UK:

The Combined Code on Corporate Governance (Revised June 2008) http://www.ecgi.org/codes/documents/combined_code_june2008_en.pdf

Hampel Report (Final) http://www.ecgi.org/codes/documents/hampel.pdf

Greenbury Report (Study Group on Directors’ Remuneration) http://www.ecgi.org/codes/documents/greenbury.pdf

Cadbury Report (The Financial Aspects of Corporate Governance) http://www.ecgi.org/codes/documents/cadbury.pdf

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SEMINAR 6

TOPIC 3. Corporate Governance Concepts

Aim of the seminar: to form knowledge about main concepts in corporate governance, their specifics, differences and the background.

Outcome: students should study various corporate governance codes and make a comparative analysis about specifics of corporate governance in various countries.

Key issues to be discussed at the seminar

1.Revising lecture material. Students should pay attention to the following issues of corporate governance highlighted at the lectures:

Corporate governance codes;

National legislation in the USA;

National legislation in Germany;

National legislation in Japan.

2.Make a report on CG codes of the following countries. Be ready to discuss main issues highlighted in documents. You can choose other countries as well.

Brazil:

Code of Best Practice of Corporate Governance (4th edition) http://www.ecgi.org/codes/documents/ibcg_sep2009_en.pdfDenmark:

Recommendations on Corporate Governance http://www.ecgi.org/codes/documents/cg_recommendations_denmark

_aug2011_en.pdf

Report on Corporate Governance in Denmark http://www.ecgi.org/codes/documents/report_december2003.pdfCroatia:

Corporate Governance Code http://www.ecgi.org/codes/documents/cg_code_croatia_2010_en.pdfFrance:

Corporate Governance Code of Listed Corporations (Amended in April 2010)

http://www.ecgi.org/codes/documents/afep_medef_cgcode_listed_cor porations_20apr2010_en.pdf

Recommendations on corporate governance – Revised 2011 http://www.ecgi.org/codes/documents/cg_recommendations_afg_2011_e

n.pdf

Germany:

German Code of Corporate Governance (GCCG) http://www.ecgi.org/codes/documents/gccg_e.pdf

German Corporate Governance Code as amended on 26 May 2010

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http://www.ecgi.org/codes/documents/cg_code_germany_may2010_en.pdfNorway:

The Norwegian Code of Practice for Corporate Governance http://www.ecgi.org/codes/documents/cg_code_norway_21oct2010_en.pdf More information about CG codes you can find on

http://www.ecgi.org/codes/index.php

SEMINAR 7

TOPIC 4. Corporate Governance Models

Aim of the seminar: to form knowledge about main models applied for corporate governance in multinationals.

Outcome: students should study key aspects and criteria of defining a corporate governance model. Students should also identify and understand various models of corporate governance in companies through studying cases of active multinationals.

Key issues to be discussed at the seminar

1.Revising lecture material. Students should pay attention to the following issues of corporate governance highlighted at the lectures:

Outsider and insider models of corporate governance;

Minority and majority shareholders;

Unitary board model;

Annual general meeting of shareholders;

Board of directors;

Directors;

Board committees;

Two-tier board model;

Board of employees;

Supervisory Board;

Management Board;

“Statutory auditors” model in Japan;

Board of Statutory Auditors;

External audit;

“Hybrid” model in Japan;

Japanese unitary board model;

Decision making in various corporate governance models.

2.For this seminar, please, find more information according to the materials of the lectures “Corporate governance models”. Read more about boards of directors to be ready to present your ideas during the discussion.

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3.Look through the corporate governance structure of various systems.

4.Look through the corporate governance structure of various corporations:

Draw the governance structure and the relations between governing bodies.

Find more information about the Board structure and the quantity of directors. Point the responsibilities of the Board of Directors.

Also find the information about the committees of the board.

Think over what is the most suitable concept of corporate governance can be applied in the corporation you have chosen (remember the material from the previous lectures)?

5.Discuss with your colleagues the differences of board structures in various systems of corporate governance. Please, point out the similarities and differences.

SEMINAR 8

TOPIC 5. Independent Directors

Aim of the seminar: to form knowledge about main aspects of independent directors in multinationals.

Outcome: students should study key criteria of defining an independent director. Students should also identify such criteria in several levels: international, national, local.

Key issues to be discussed at the seminar

1.Revising lecture material. Students should pay attention to the following issues of corporate governance highlighted at the lectures:

The meaning of the term “independent director”;

The role of independent directors;

Importance of independent directors;

System of regulators of independent directors: international institutions, professional unions and governmental institutions, stock exchanges, corporations;

National codes of corporate governance in light of independence criteria;

The Cadbury Сode 1992;

German Сode of corporate governance;

NYSE Euronext independence criteria;

NASDAQ criteria for independence directors;

Tokyo Stock Exchange and independent directors;

Securities Exchange Commission and independence criteria;

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Corporate criteria for directors’ independence;

National legislation about directors’ independence.

2.For this seminar, please, find more information according to the materials of the lectures “Independent Directors’ practices” and “Independent Directors in Banks”. Read more about independence criteria to be ready to present your ideas during the discussion.

Literature

1.Aras, G. “A Handbook of Corporate Governance and Social Responsibility”.

2.Bainbridge, S. “A Critique of the NYSE’s Director Independence Listing Standards”, LA School of Law, Research Paper No. 02–15, 2002.

3.Clarke, D. C. “Setting the Record Straight: Three Concepts of the Independent Director”, in GWU Legal Studies Research Paper, No. 199, March 2006.

4.Holmstrom, B. “The State of U.S. Corporate Governance: What’s Right and What’s Wrong?”, The University of Chicago, 2003.

5.Index of Codes [Electronic resource]. – Access mode : http://www.ecgi.org/codes/all_codes.php.

6.Kaplan, S. “The Evolution of U.S. Corporate Governance: We Are All Henry Kravis Now”, the Conference on the Power and Influence of

Pension and Mutual Funds at New York University on February 21, 1997.

7.Kostyuk A. N. Corporate Board Practices : monograph / A. N. Kostyuk. – Sumy : Virtus Interpress, 2006. – 154 c.

8.Kostyuk A. N. Corporate Governance in a Transition Economy : monograph / A. N. Kostyuk. – Sumy : Virtus Interpress, 2005.

9. Kostyuk A. N. Corporate Governance : textbook / A. N. Kostyuk,

U. Braendle, R. Apreda. – Sumy : Virtus Interpress, 2007. – 424 p.

10.Sarkar, T. “An Analysis of the Walker Review of Corporate Governance in U.K. Banks and Other Financial Institutions”, The Banking Law Journal, Volume 127, No. 3, 2010.

3.Look through the criteria of independence of outside/non-executive directors on several levels:

Codes of corporate governance (you can take CG codes list from the previous seminars);

Stock exchange listing rules;

Internal statements of the bank (list of banks is given in the end of the instruction).

4.Presentations and group discussion. Make a report on independent directors in banks. Point in your report the quantity of the independent mem-

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