MGMT 299 SPECIAL TOPICS IN MANAGEMENT: INTERNATIONAL CORPORATE GOVERNANCE Week 1: Introduction What is Corporate Governance?

Week 2: Corporate governance in the US Shareholder-oriented System Reading: 1. USX Corporation (HBS 9-296-050) Study questions: - Is USX poorly managed and unprofitable? - How should management deal with Icahns proposal? - How should management make the decision between targeted stock and a spinoff? - Who owns USX? 2. Sealed Air Corporations Leveraged Recapitalization (HBS 9-294-122) Study questions: - Why did Sealed Air undertake a leveraged recapitalization? Was it a good idea? - How did the leveraged recapitalization create value for Sealed Air? - How did Sealed Air change its organization after the leveraged recap? What were the effects of the changes? How did the leveraged recap support the changes? Week 3: Role of the Board and Executive Compensation Reading: 1. Attention Shoppers: Executive Compensation at Kroger, Safeway, Costco and Wholefoods (Stanford CG-13) Study questions: - Using the information in the case, describe the strategies for each company. - What performance indicators are appropriate for evaluating strategic success for each company? Do these indicators correspond with those selected by each company for compensating its executives? - Discuss whether the structure of the executive compensation programs is consistent with the corporate strategy of each company. 2. *Dillon (2009). The Coming Battle over Executive Pay (HBR September) Study questions:

How important do you think is the executive compensation as a tool to motivate executives? Should executive compensation be closely tied to firm performance? What are pros and cons?

Week 4: Corporate Governance in Germany Reading: 1. Corporate Governance in Three Economies: Germany, Japan, and the United States (Darden UV0736) 2. *Hackethal, Schmidt, & Tyrell (2005). Banks and German Corporate Governance: On the way to a Capital Market-based System? (Corporate Governance: An International Review, Vol.13, No.3, 397-407) Study questions: - Describe the key characteristics of corporate governance in Germany. - How does it differ from corporate governance in the US? - What are potential advantages and drawbacks of the German system? 3. Porsche Changes Tack (Thunderbird TB0067) Study questions: - Who owns the company, who controls it, and what is leaderships general attitude towards its owners? - Does the hybrid of private-direction and public access to capital give Porsche any specific advantages and disadvantages in competing in its markets? - Is the leadership of Porsche one which is pursing self-interest, possibly detriment of preference shareholders? Week 5: Corporate Governance in Japan Reading: 1. Ahmadjian (2011). Corporate Governance in Japan (Handbook on International Corporate Governance, Chapter 11, 247-268); this can be obtained in eLearn Study questions: - Describe the key characteristics of corporate governance in Japan. - How does it differ from corporate governance in the US? - What are potential advantages and drawbacks of the Japanese system? 2. Aderans (HBS 9-209-090) Study questions: - How was Steel Partners investment strategy in Japan? Was it successful? - What were major changes for foreign investment fund companies such as Steel Partners in the Japanese market?

Which options should Steel Partners take with regard to its next step on Aderans?

Week 6: Market for Corporate Control and Corporate Governance Reading: 1. Vodafone AirTouchs Bid for Mannersmann (HBS 9-201-096) 2. Hopner & Jackson (2006). Revisiting the Mannersmann Takeover: How Markets for Corporate Control Emerge (European Management Review, Vol.3, 142-155);
http://www.mpifg.de/people/mh/paper/HoepnerJackson%202006%20EMR%20%20Revisiting%20Mannesmann.pdf

Study questions: - Describe how market for corporate control disciplines management. - What are benefits and drawbacks of merger and acquisition strategy (to whom)? What hurdles is Vodafone AirTouch going to face to complete its acquisition of Mannesmann? Why is Gent so eager to do the deal? Why is Esser fighting so hard? What role do hostile takeovers play? In their absence what mechanisms perform the same function?

Week 9: Corporate Governance in China Reading: 1. Corporate Governance in China: Current Practice, Key Problems (HBS 9-309058) 2. *State-owned Enterprises: The State Advances. (The Economist, October 6th, 2012) Study questions: - Describe the key characteristics of corporate governance in China. - What are the major differences of the Chinese system from other systems such as in the US and Germany? - What are the advantages and drawbacks of the Chinese system? 3. PetroChina: International Corporate Governance with Chinese Characteristics (HKU 184) Study questions: - Does corporate governance matter in China? - What are the special problems associated with PetroChinas corporate governance model? - What are the conditions required for further reforms in PetroChinas corporate governance system? Week 10: Corporate Governance in Korea Reading:

1. Transforming Korea Inc.: Financial Crisis and Institutional Reform (HBS 9-708007) 2. Kim & Kim (2007). Corporate Governance in Korea: A Decade after the Financial Crisis. The University of Texas School of Law. Law and Economics Research Paper, 123. Study questions: - Describe the major changes that took place in corporate governance in Korean after the Asian financial crisis. What were the major changes from the pre-crisis period? - Who are the main players that affect corporate governance of Korean firms? - What are the current problems in the Korean corporate governance? - What are the implications of those problems? Implications to shareholders, major firms, and other stakeholders. - Which directions do you think corporate governance in Korean should take? More towards the US system? Week 11: Corporate Governance in Singapore Reading: 1. *Tsui-Auch (2012). Converging Divergence in Corporate Governance in Singapore (The Convergence of Corporate Governance, Chapter 8, 169-186) 2. *Sam (2008). Partial Privatization, Corporate Governance, and the Role of StateOwned Holding Companies (Journal of the Asia Pacific Economy, Vol.13, No.1, 58-81) Study questions: - Describe the key characteristics of corporate governance in Singapore. - How does it differ from corporate governance in the US and Germany? - What is the role of the state in corporate governance in Singapore? - What is the role of the state investment agencies in corporate governance in Singapore? - What are potential advantages and drawbacks of the Singaporean system? - Identify the best Singaporean firms in terms of the quality of corporate governance? What criterion should you use? Week 12: Corporate Governance Convergence Reading: 1. *Yoshikawa & Rasheed (2009). Convergence of Corporate Governance: Critical Review and Future Directions (Corporate Governance: An International Review, Vol.17, No.3, 388-404.

You need to obtain the readings with * from the library.