COURSE NUMBER: EW292T-1
This
course is cross-listed with FTMBA
COURSE TITLE: Corporate Governance: Shareholders, Stakeholders and Corporate Control
UNITS OF CREDIT: 2
INSTRUCTOR: Lloyd Kurtz
E-MAIL ADDRESS:
lkurtz@haas.berkeley.edu
MEETING DAY(S)/TIME: Thursdays 6-9:30PM
PREREQUISITE(S): None
CLASS FORMAT:
REQUIRED READINGS: TBD
BASIS FOR FINAL GRADE: Case briefs, class participation, and final
project.
ABSTRACT OF COURSE'S CONTENT AND OBJECTIVES:
This class examines the relationship between corporate managers and the boards of directors charged with overseeing them. We'll review the responsibilities of the board, including financial statement approval, CEO performance assessment, executive compensation, and succession planning. While boards are legally bound to represent the interests of equity investors, in the course of carrying out this role they are often called on to respond to the needs of numerous other stakeholders, including customers, employees, government and society at large. With global brands at risk and mistakes instantly transmitted via Internet and social media, the reputational stakes are very high.
The course will be a combination of lecture, guest lecture, discussion, and case study. We will review some of the theory underlying modern governance practice, notably agency theory and economic theories of the firm. We'll study specific situations where boards and management teams faced governance challenges, and assess the strategies used to deal with them. And, we'll review the work of independent research firms that seek rate firms' corporate governance practices. Finally, we'll examine research findings regarding the interaction of corporate governance and securities markets, especially with respect to corruption and changes in control.
BIOGRAPHICAL SKETCH:
Lloyd is chief investment officer at Nelson Capital Management, an investment management firm affiliated with Wells Fargo. Prior to joining Nelson, he spent nine years as a research analyst and director of quantitative research at Harris Bretall Sullivan & Smith, a San Francisco-based money management firm; and before that was senior research analyst at KLD Research & Analytics.
At KLD he did much of the initial quantitative work on the development of the Domini Social Index, the first broad-based social investment benchmark, and wrote the chapter introducing it in The Social Investment Almanac. His paper on the long-term performance of this index, a collaboration with Dan DiBartolomeo, appeared in the Fall 2011 Journal of Investing.
He has published numerous reviews of the social investment literature, most recently the book Looking Forward, Looking Back (2012) for Tilburg University. He has also written a chapter on social investment for the Oxford Handbook of Corporate Social Responsibility (2008) and one on stakeholder analysis for the Kolb textbook, Socially Responsible Finance and Investing (2011).
Lloyd serves as program administrator for the Moskowitz Prize, and for many years maintained an online annotated bibliography of social investment studies at www.sristudies.org. He now serves on the editorial board of FSinsight, a global platform where scholars, policy makers, and members of the business community can share knowledge about finance and sustainability.
He holds an MBA from Babson College and a B.A. from Vassar College. In 1999 he received the SRI Service Award for his contributions to social investing.