Corporate gouvernance (GOUV)

(mars 2022)

Corporate Governence

This 20-hour course is offered in the Master 2 Corporate Strategies and Industrial Organization, 5^th year of Economics.

The purpose of this course is to present the decision-making structure of companies, more commonly known as "corporate governance". The choice of an optimal decision-making structure is an important issue because of the worldwide wave of privatizations, an increasing number of mergers, acquisitions, takeover bids, market deregulation, capital market integration (especially in Europe), and the increased presence of pension funds, mutual funds, insurance companies, and banks in the boards of directors or management of firms. This course studies, from the point of view of the theory of agency in asymmetric information, the conflicts of interest existing between the executive and the shareholders (whether they are dispersed or not), but also the conflicts of interest existing between the firm and its creditors (banks, insurance companies), between the firm and its employees (represented by the unions), between the firm and its suppliers. Models of takeover bids, shareholder groups, boards of directors, management boards, managerial compensation and multi-voter models are presented. Finally, capital transaction techniques and company valuation methods are detailed.