COURSE NUMBER: MBA292T.1

This course is cross-listed with the EWMBA Program

COURSE TITLE: Corporate Governance

UNITS OF CREDIT: 2 units

INSTRUCTORS: Lloyd Kurtz

E-MAIL ADDRESSES: lkurtz@haas.berkeley.edu<mailto:lkurtz@haas.berkeley.edu>

CLASS WEB PAGE LOCATION: http://bspace.berkeley.edu

MEETING DAY(S)/TIME: Thursday, 6:00PM-9:30PM, 1/30 - 4/3 (10 class sessions)

PREREQUISITE(S): none

CLASS FORMAT: This class will include an approximately equal balance of lectures (including several guest speakers) and case discussions.

REQUIRED READINGS: Required readings will consist primarily of cases and studies included in the course reader.

BASIS FOR FINAL GRADE: class participation, group case presentation, case writeups, take-home final exam

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 SKETCHES:

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.

He has a longstanding interest in corporate governance and how markets price the likelihood of expropriation or fraud. His latest research in the field is "Corporate Governance: Greed, Betrayal, and Macroeconomic Factors", a study of how governance practices vary with firms' investment risk characteristics.