Corporate Governance and Restructuring

  • 7-weeks
  • 1.5 credits
  • Prerequisite: F540

F548 is an applied course in corporate control. Through the use of case analysis (supplemented with lecture-based background material), we will examine the nature and role of corporate governance in today's business world. The terms "corporate governance" and "corporate control" refer to the fundamental activities of aligning the incentives of corporate managers with those of investors; the "market for corporate control" is the competitive setting in which various participants compete for the authority to make strategic decisions. In this course, we will examine the dynamic interaction between corporate management, corporate directors, and outside investors in determining both the firm's asset portfolio and its financing strategy.

  • Overview of the transactions in the market for corporate control, their rationale, and empirical evidence of their effects
  • An international perspective on governance and the market for control
  • Framework for valuation of assets-in-place, acquisitions, LBOs, and recapitalizations
  • Mergers, takeovers, and takeover defenses
  • Conflicts of interest
  • Voluntary reorganizations of control and of ownership structure
  • Involuntary reorganizations and bankruptcy proceedings

Course Materials:  A course packet, containing the Harvard Business School cases, will be available for purchase; supplemental readings will be available on reserve in the Business/SPEA library.The two major components of the evaluation scheme are:

Grading Criteria:

  • a term paper
  • class participation
  • Other instruments are a merger negotiation exercise, and a bankruptcy reorganization negotiation exercise.

Kelley School of Business

Faculty & Research