- The student can evaluate the basic characteristics of the corporation and its related agency conflicts;
- The student is competent to comment and evaluate the different techniques to mitigate the agency conflicts between management and shareholders and or controlling and minority shareholders: take-overs, board composition, empowering of shareholders, remuneration, information, internal control, external control, group law (etc.);
- The student can find and analyse the scientific economic and legal literature of a corporate governance related subject (like board composition, independence of directors, ownership structure, etc.);
- The student can analyse a corporate governance topic incorporated in the business;
- The student can make a report of the findings of a corporate governance topic incorporated in the businesses.
After a very brief general introduction on company law, corporate governance codes and corporate governance in a comparative perspective, the latter topics will be studied from a "law and economics" point of view with an emphasis on the agency perspective.
The lectures will address different corporate governance and company law mechanisms that mitigate the conflicts of interests between different kinds of corporate constituents. In particular the conflicts of interests between management and shareholders and the conflicts between majority and minority shareholders will be studied. Mechanisms that mitigate these conflicts are inter alia the market for corporate control and takeovers, remuneration schemes, disclosure of information, independent directors, board committees, internal control mechanisms, external audit, empowering shareholders, squeeze-outs, etc.
Each of the instruments will be legally addressed as well as economically assessed via a SWOT analysis (Strengths, Weaknesses, Opportunities and Threats).