Course 2025-2026 a.y.

The course deals with the following main topics:

• Preliminary insights on organizational behavior theory: reconciliation of converging interests within the firms; uncertainty and information asymmetry, clashes of interests, and the contractual incompleteness; agency relationships, transaction costs, property rights, and the market for corporate control.
• The structure, composition, and working mechanisms of the control bodies within certain relevant organizational types: the Anglo-Saxon public company; the Italian listed company; the pyramidal group; the family controlled firm (listed or private).
• The dynamic choices with respect to the configurations of firm’s strategy, its legal form, the ownership structure and the governance structures: e.g. succession in the family businesses, listing procedures and changes required by regulation, privatization, internationalization.
• The capitalistic models since the half of the XIX century: the Anglo-Saxon area and the French mixed system; the Germanic tradition and the collectivistic Japanese system; the Asian transition economies.
• Models of firm and models of governance across the Italian industrial history: the evolutionary phases of the Italian capitalism; the institutional determinants of the different organizational shapes; the complementary roles of the state-owned firm, the big private firm and the small family business.

At the end of the course student will be able to...

• Know the most important ownership structures of companies and business groups, as well as the expectations of different categories of investors (families; institutional shareholders such as investment funds, pension funds, sovereign funds; state; banks; other companies, etc.).
• Know the story and evolution of ownership structures and governance practices in Italy and other countries such as France, Great Britain, and China.

At the end of the course student will be able to...

• Develop a critical attitude towards the variety and the dynamics of the various ownership and governance structures that different types of firms can adopt.
• Develop the ability to design ownership and governance structures that: a) can contribute usefully to the growth of the firm, and to its value creation; b) are coherent with the relevant national and international legal and regulatory frameworks.
• Assess the convenience to invest in a company in light of its governance structure and practices.

• Guest speaker's talks (in class or in distance)
• Individual works / Assignments
• Collaborative Works / Assignments

The different activities during the course (besides face-to-face classes) are organized as follows:

• Guest Speaker's Talks: Professionals from the corporate governance community provide their expert insights on the issues debated in class. These talks are useful for bringing real-world perspectives into the classroom and enriching the theoretical knowledge with practical examples. Students are encouraged to interact with the speakers, asking questions and engaging in discussions to deepen their understanding of the topics.
• Case studies /Incidents (traditional, online): The course includes both traditional case studies and short incidents related to the corporate governance of real companies, viewed from management, historical, and international perspectives. These activities are useful for applying theoretical concepts to real-world situations as well as enhancing problem-solving skills. Students are expected to actively participate in the analysis and discussion of these cases, providing their perspectives and solutions.
• Individual assignments: Attending students are required to critically analyze a corporate governance report of a real company. This task is useful for developing analytical and critical thinking skills. Students will provide their viewpoints on the strengths and weaknesses of the company's governance practices, presenting a written report that demonstrates their ability to evaluate corporate governance structures.

• Group assignments: Teams of attending students are tasked with critically analyzing the ownership and governance structure of a chosen company and providing recommendations for improvements. This activity is useful for fostering teamwork and collaborative analysis. Students must work together to gather data, conduct analyses, and formulate actionable recommendations, presenting their findings as a group.

The assessment of attending students is progressive during the course.

The overall score of 31 points is divided as follows:

- Group work: 12 points;

- Individual assignment that takes place in the middle of the course: 4 points

- Final written test that takes place on the scheduled exam dates: 15 points.

Group work: the work is carried out by groups of 5 students and concerns the analysis of the governance structure of an Italian or foreign listed company. Through group work, students will demonstrate the ability to design ownership and governance structures, as well as to evaluate the convenience of investing or not in a company based on the governance structure. The working groups are required to prepare a presentation of a maximum of 20 slides to be made in the last sessions of the course and of a maximum duration of 15 minutes (+ 5 minutes of Q&A). Word reports are not required. The detailed instructions on how to carry out group work are given in the remainder of the Syllabus.

Individual assignment: the individual assignment focuses on the contents of sessions from 1 to 10 of the course and includes two questions on a critical analysis of governance in a realistic and / or real case, which will allow the student to develop the ability to understand and evaluate the variety and dynamics of the different types of ownership and governance structures that different companies adopt. The assessment is carried out on the basis of:

· Knowledge of the main topics and concepts presented in sessions 1 to 10;

· The ability to apply these concepts to the cases or situations described in the test text.

The individual assignment is open book and lasts 45 minutes.

Final Written Test: the final written test consists of:

· 10 multiple choice questions, of which 5 on sessions from 1 to 10 and 5 on sessions from 12 to 22. These answers give the right to a maximum of 10 points

· Two open questions of a theoretical nature relating to the contents of sessions from 12 to 22. These answers give the right to a maximum of 5 points.

During the test the students will demonstrate:

• to know the main forms of ownership structure of companies and groups of companies and the expectations of the main categories of investors (families, mutual funds, pension funds, sovereign funds, the state, banks, companies, etc.), as well as to plan ownership structures and government;

• to know the history of the evolution of ownership structures and corporate governance practices in Italy and in other countries such as France, Great Britain, China.

The test is closed book and lasts 45 minutes.

The evaluation of non-attending students is based on a final written test worth 31 points. The exam is divided into two parts corresponding to the two parts of the course and covering all the topics covered in the two exam texts indicated below. Each of the two parts consists of four open questions (for a total of eight questions), that will be modulated both to evaluate the knowledge of the main forms of ownership and governance, and their diversity at an international level, and to develop a critical attitude, evaluation, and design of the same. This method is also adopted for non-attending students who are due for an exam.

The final evaluation is based on selected chapters of the textbook:

Minichilli, A., Quarato, F., Segreto, L., Principles of Corporate Governance. EGEA, 2020. (MQS), as well as other Course materials that will be made available by instructors during the Course.

The final evaluation is based on the book (entire book):

Tricker B., Corporate Governance. Principles, Policies, and Practices, Oxford University Press, Fourth Edition, 2019.