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Teaching Corporate Governance

Teaching Corporate Governance. Lori Verstegen Ryan Corporate Governance Institute San Diego State University. AACSB Recommendation .

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Teaching Corporate Governance

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  1. Teaching Corporate Governance Lori Verstegen Ryan Corporate Governance Institute San Diego State University

  2. AACSB Recommendation “Ensure students are familiar with programs that support ethical conduct, such as U.S. Federal Sentencing Guidelines and Sarbanes-Oxley, the Cadbury Code in the United Kingdom, the King Report from South Africa, and similar regulations and recommendations from other parts of the world.”

  3. Topics • Corporate Governance Theories • Key Players • Sarbanes-Oxley and Listing Rules • International Issues • Not-for-profits

  4. Corporate Governance Theories • Agency Theory (Jensen & Meckling) • Transaction-cost Economics (Williamson) • Stakeholder Theory (Mitchell, Agle, Wood) • Stewardship Theory (Davis, Schoorman, Donaldson)

  5. Investors Key Players Managers Directors

  6. Sarbanes-Oxley and Listing Rules • Sarbanes-Oxley • Requirements • Auditor independence • CEO/CFO certification • Backlash • NYSE/NASDAQ Listing Rules • Majority of independent directors • Codes of ethics • Independent nominating and compensation committees (NYSE only)

  7. International Issues • Varying Governance Models • Differing Levels of Development and Enforcement • Codes and Guidelines • Convergence or Divergence • Cross-listing of Stock

  8. Not-for-profits • Less Powerful CEOs • Voluntary Boards • Donors • Executive committees • Impending “Sarbanes-Oxley” Regulation

  9. Textbooks • Monks & Minow, Corporate Governance • Chew & Gillan, Corporate Governance at the Crossroads • Colley et al., Corporate Governance • Tricker, International Corporate Governance

  10. Selected Books • Roe, Strong Managers, Weak Owners • Useem, Investor Capitalism • Ward, 21st Century Corporate Board

  11. Selected Articles • Brown & Caylor, Cremers & Nair • Del Guercio & Hawkins, Romano • Jennings • Schwab & Thomas • Ryan

  12. Internet Sources • Key-player Associations • Third-party Monitors and Advisors • Centers and Institutes • Journals and Newsletters • Sarbanes-Oxley and Listing Rules

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