Governance and Ethics

This course has three main objectives (the three WHY of the course):

The first objective is the analysis of the governance of large corporations. The aim is to allow students to evaluate the governance of those entities, analyzing their actors, systems and conflict of interests. The focus on large corporations comes from the fact that their failure, due to bad governance, has undoubtedly more significant consequences and media impact, than small companies. The well-known scandals Enron, Worldcom and Parmalat are strong evidence.

The second objective is to give the principles of good governance for any type of organization (business entities and non-business entities), following the recommendations of the Italian doctrine Economia Aziendale. These principles will be compared with those of the Anglo-American theories of the firm challenged after the numerous corporate scandals and the global economic crisis.

The third objective is referred to the governance of the business groups. The interest on business group comes from the fact that large corporations (e.g. multinational corporations) in most countries are not freestanding legal entities, but belong to business groups, i.e. organizations composed by a controlling company and its subsidiaries. The most important aspects of the business group governance are the direction activity of the holding company over its subsidiaries and the governance of the transactions within the group.