THE UNIVERSITY OF TEXAS AT DALLAS

SCHOOL OF MANAGEMENT
ACCOUNTING AND INFORMATION MANAGEMENT PROGRAMS
Corporate Governance and Accounting [AIM 6377 – 501]
Thursday, 7:00 PM – 9:45 PM Spring Semester 2006 Classroom: SOM 2.902
Instructor: Constantine Konstans, Ph.D., CPA, CMA, CIA, CFE
Professor of Accounting and Information Management
Executive Director, Institute for Excellence in Corporate Governance
Office: SOM 2.403 Telephone: 972-883-6345
FAX: 972-883-5968 E-mail: konstans@utdallas.edu
Web site: http://www.utdallas.edu/~ konstans Office hours: By appointment

COURSE OBJECTIVES and DESCRIPTION

Corporate Governance is the structured system of policies and processes established and
maintained by a board of directors to oversee an organization’s strategic activities and resulting
performance. The system is in place to ensure proper accountability, probity and openness in the
conduct of an organization’s business for the long-term benefit of its shareholders. As such,
Corporate Governance focuses on and effectuates the relationships among a company’s board of
directors, top management, investors (particularly institutional investors), and various other
stakeholders. In essence, Corporate Governance “…is concerned with holding the balance
between economic and social goals and between individual and communal goals. The corporate
governance framework is there to encourage the efficient use of resources and equally to require
accountability for the stewardship of those resources. The aim is to align as nearly as possible the
interests of individuals, corporations and society" (Sir Adrian Cadbury in ‘Global Corporate
Governance Forum’, World Bank, 2000).
Corporate Governance encompasses such matters as:
1. Board size, structure, membership, member nomination, election and tenure
2. Committee structure and the nature, composition, and duties of the individual committees
3. Rights, responsibilities and relationship of directors, management, and shareholders
4. Policies/procedures relating to accounting, auditing, executive compensation and financial
reporting

Weak Corporate Governance practices may result in financial reporting lacking transparency and
clarity, thus not reflecting economic reality. Such conditions have resulted in the enactment of
legislation such as Sarbanes-Oxley. To help your understanding of the underlying dynamics of
such conditions, this course offers two themes: first, it addresses the relationships and
responsibilities among the board of directors, senior officers, investors, and other stakeholders
such as external auditors, internal auditors, financial analysts, attorneys, and regulators.
Emphasis is on issues relating to the history of Corporate Governance especially in response to
significant events affecting the integrity of the global capital markets and resulting in new
legislation and/or regulatory requirements. The second theme will feature speakers intimately
involved in various aspects of Corporate Governance. Their presentations will provide students
with insights on how legislation and regulatory requirements have affected the duties of C-level
officers, corporate legal counselors, external auditors, internal auditors, directors, risk
management specialists, institutional investors, etc.
Additional factors to be considered are:
1. Identifying the key constituents involved in Corporate Governance
2. Considering the regulatory climate for listed companies
3. Understanding the global dimensions of Corporate Governance
4. Investigating and evaluating research related to Corporate Governance
5. Evaluating selected court cases dealing with the liability of accountants as well as legal
sanctions leveled at directors and officers of corporations involved in notorious financial
scandals
COURSE PREREQUISITE
The course is designed for MBA/MS students who have completed Accounting for Managers
(AIM 6305) or its equivalent.
TEXTS (and their abbreviations)
“M&M” CORPORATE GOVERNANCE Third Edition. Blackwell Publishing, 2004, by
Robert A. G. Monks and Nell Minow.
COURSE PREPARATION AND PARTICIPATION
Each student must accept the responsibility for course preparation. Thus, for each session, every
student must study the assigned readings. In addition, each student is expected to participate
actively in classroom discussions.
GRADING CRITERIA
Team paper on a Corporate Governance topic 100
Individual paper on a Corporate Governance topic 100
Individual class participation 50
Possible Points 250
Translation of the total point score into a letter grade will be based on the instructor’s judgment.
The letter grade will reflect each student's performance relative to the course and standards
expected of MBA students.

NOTICE OF UTD POLICY ON SCHOLASTIC DISHONESTY

Students are expected to be above reproach in all scholastic activities. Students who engage in
scholastic dishonesty are subject to disciplinary penalties, including the possibility of failure in
the course and dismissal from the University. “Scholastic dishonesty includes but is not limited
to cheating, plagiarism, collusion, the submission for credit of any work or materials that are
attributable in whole or in part to another person, taking an examination for another person, any
act designed to give unfair advantage to a or the attempt to commit such acts.” (Regents’ Rules
and Regulations, Part One, Chapter VI, Section 3, Subsection 3.2, Subdivision 3.22. This policy
will be strictly enforced.
 DATE TOPIC RESPONSIBILITY* M&M)
1/12 Introduction to Course; Team Assignments; Dr. Konstans
Week 1 Project Assignments
1/19 Overview of Capitalism, Free Enterprise, Dr. Konstans Chapter
Week 2 and Governmental Regulations Guest Lecturer: TBA 1
1/26 The Nature of Corporate Governance Dr. Konstans Chapter
Week 3 Guest Lecturer: TBA 1
2/2 Corporate Governance -- Major Players: Dr. Konstans Chapter
Week 4 Shareholders (Institutional and Individual) Guest Lecturer: TBA 2
2/9 Corporate Governance -- Major Players: Dr. Konstans Chapter
Week 5 Directors (Selection, Independence, Guest Lecturer: TBA 3
Responsibilities, Liability, Compensation,
etc.)
2/16 Corporate Governance -- Major Players: Dr. Konstans Chapter
Week 6 Management Guest Lecturer: TBA 4
2/23 Board Committee Structure, Charters, and Dr. Konstans Chapter
Week 7 Best Practices; Influence of the Major Guest Lecturer: TBA 4
Stock Exchanges
3/2 Board Relationships with Various Dr. Konstans Chapter
Week 8 Constituents to Include: Management, Guest Lecturer: TBA 4
Legal Counsel (External/Internal), Insurers,
Compensation Consultants, Auditors
(External/Internal), et al
3/16 Preparation for and Conduct of a Board Dr. Konstans Chapter
Week 9 Meeting Guest Lecturer: TBA 4
3/23 Evolution of the Corporate Regulatory Dr. Konstans Chapter
Week 10 Environment from the Securities Acts of Guest Lecturer: TBA 5
1933 and 1934 to the Present;
Contemporary Regulatory Entities
Affecting Corporate Governance Practices
3/30 Sarbanes-Oxley Legislation (Especially Dr. Konstans Chapter
Week 11 Rules 302 and 404) Guest Lecturer: TBA 6
Rules of NYSE and NASDAQ
4/6 Case Studies: Enron; Adelphia Dr. Konstans Chapter
Week 12 Key Court Cases Affecting Accountants Guest Lecturer: TBA 6
4/13 Case Studies: Arthur Andersen; Waste Dr. Konstans Chapter
Week 13 Management Corp.; WorldCom (MCI) Guest Lecturer: TBA 6
4/20 Case Studies: Coca Cola; Compaq; Tyco Dr. Konstans Chapter
Week 14 Guest Lecturer: TBA 6
4/27 Individual Paper Due – Extended Report on Important Corporate Governance-Related
Week 15 Issues such as Director Independence, Board-Management Relationships, Legal Obligations
of Directors; Institutional Investor Activism, Board Effectiveness Rating Systems,
Corporate Social Responsibility, etc.
Team Project Presentations – Critiques of Corporate Governance-Related Research on
Topics such as: Executive Compensation, Director Independence; Firm Performance
• TBA=Speaker list is tentative depending on travel schedules, etc. (These presentations
will not always “line up” with the topic for the evening because of scheduling difficulties
 Important, Time-Sensitive Requirement
Note: Study teams will be formed immediately. To facilitate the process, please send me an e-
mail, with the subject “AIM 6377”, containing the information shown below.

1. Last Name; First Name; UTD Degree Program and Expected Graduation Semester
2. Day-Time Telephone Number and FAX Number; Day and Evening e-Mail Addresses
3. Collegiate Degree(s) Earned; Year(s) Earned; Name(s) of the Granting Institution(s)
4. Number of Earned Collegiate Semester Hours of Accounting; Where Earned (Institution)
5. Name of Current Employer; Your Position or Title; Months with Employer
6. Short Summary of Prior Business Experience with Most Recent Experience First
7. A Short Statement of Your Career Objectives and How You Expect This Course to Help