GBUS 809 - Corporate Governance

This course covers the topics with which boards of directors and CEOs most commonly deal. The course begins with coverage of the legal obligations which directors must fulfill such as planning for the selection of the CEO, appraising CEO performance, organizing an orderly and timely succession, and insuring that management development and succession planning permeate the top three levels of the organization. The general topic of management compensation will be covered including management contracts, parachutes, non-compete agreements, salary systems, various incentive systems, and the roles and merits of stock options and restricted stock, as well as how corporate and business unit strategies and operating plans must be approved and monitored. Students will examine a board’s involvement in decisions about issuing debt or equity, paying dividends, or repurchasing stock, as it meets its fiduciary role with regard to management, internal auditors, internal controls, the SEC and other required reporting, legal liabilities, and payment of taxes. The course examines how boards monitor and approve corporate and business unit strategies and operating plans to insure compliance with the foreign corrupt practices acts, OSHA, EPA, and EED, among others, and how the boards deal with a number of external events, including hostile takeover attempts, stockholder activism, proxy fights, class-action suits, derivative-action suits, and business disasters. Finally, the course covers processes for reviewing the performance of individual directors, the board, and the CEO.

Credits: 1.5