Since shareholders began delegating decision-making power to managers, they've had to monitor managerial performance, deal with potential conflicts of interests, and find effective approaches to motivating and rewarding the right behaviors. These issues have grown in importance as institutional investors have become more assertive.

Corporate Governance: What it Means for Managers examines:

• The governance structure of the modern American corporation
• Investors' rights
• The ways shareholders can control managers
• How the interest of managers and shareholders can be aligned.

The course is generously illustrated with charts and tables, and with examples of corporations that have dealt with important and timely governance issues, including Ford, Daimler Chrysler, Merck, Mitsubishi, People's First Virginia Bank, and Quaker Oats. Exercises guide readers in studying governance issues and applications within their own industries.

You'll learn how to:

• Use valuation models to maximize shareholder wealth
• Link governance issues and investment decisions
• Evaluate investment proposals-and organizational changes-from the shareholder's viewpoint
• Employ debt to control conflicts of interest between shareholders and managers
• Explain conflicts of interest between shareholders and corporate managers through agency theory and free cash flow theory
• Measure and reward management using Economic Value Added (EVA)
• Understand how conflicts can be mitigated through financial, dividend, and managerial compensation policies
• Evaluate common pay-for-performance schemes
• Compare U.S. forms of corporate governance with those of other industrial countries

Course Objective:

To explain corporate governance and what monitoring and policy recommendations of major institutional investors mean for corporate employees and line managers.

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