After successful completion of this course, participants will be able to:
- Define and explain the different tools of Corporate Governance and Restructuring.
- Value target firms and synergies in takeovers.
- Critically discuss controversial issues and contrasting views on aspects about Corporate Governance and Restructuring.
- Explain the design of studies to empirically test theoretical predictions.
- Interpret and evaluate empirical evidence on Corporate Governance and Restructuring and link the evidence back to theoretical concepts.
- Critically evaluate corporate policies and laws targeted at Corporate Governance and Restructuring issues.
- Design and evaluate solutions in real-world examples.
Finance 1 and 2, or Financiering 1 and 2, or Corporate Finance 1 and 2. Students are expected to have a basic knowledge of statistics and mathematics.
The course consists of two parts.
In the part on corporate restructuring, the main topics will be mergers, acquisitions, and divestitures. This part commences with a description of the take-over markets in the main corporate governance regimes. The role of mergers and acquisitions as a corporate governance device will be discussed. This course will focus on different types of takeovers: horizontal versus vertical takeovers, friendly versus hostile takeovers, takeovers by management (management buyouts or buyins) or financial institutions (IBOs), etc. The determinants of takeover waves and corporate divestitures will also be discussed. Considerable time will be spent on valuation (techniques) applied to M&As. The sources of value (wealth effects) for both target and bidder firm will be studied for domestic as well as cross-border acquisitions. In this respect, the characteristics of the takeover bid (means of payment, status of the bid, industry etc) will be studied. Also a valuation of an acquisition (case study) will be done and the range of takeover defenses that firms can employ against hostile takeovers will be discussed.
The objective of the corporate governance part is twofold: the students will become familiar with the language and tools of corporate governance, and will also be able to critically evaluate the evidence presented in academic papers on corporate governance problems. For this reason, a number of academic papers will be analyzed in detail. Different corporate governance mechanisms will be discussed, such as payout policy, the role of the board of directors, executive compensation, shareholder activism and passive owners, and shareholder agreements. Further, the course will deal with governance requirements for corporate innovation. Finally, corporate social responsibility will be studied through the lens of governance.
Type of instructions
Type of exams
Type of exams: the final grade is based on a written exam (75%) and a take-home assignment (25%). (It should be noted that for the written exam, the student needs to obtain at least 5/10. If the student does not pass in the first exam session, a resit of the written exam has to be taken and the grade obtained for the take-home assignment will be maintained).
- Select original research papers.
- Select chapters from a textbook.
- Lecture notes.