Master’s degree in Business Administration and Corporate Law

Corporate Governance

Course code
Name of lecturers
Alessandro Lai, Silvano Corbella
Alessandro Lai
Number of ECTS credits allocated
Academic sector
Language of instruction
primo semestre lauree magistrali dal Oct 1, 2018 al Dec 21, 2018.

Lesson timetable

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Learning outcomes

This course aims to offer tools and conceptual categories useful to understand how corporations are governed, who influences the governance through its economic control, and what mechanisms steer the outcome distribution of their business in the context of current economic systems.
Governance systems are explored considering the rules that are pivotal part of the company structure and its daily operations, as well as the whole process of directing and controlling the business with the aim of preserve and increase the value for both shareholders and stakeholders, over time.
The course enhances the learning of the methodological basics needed to understand problems of governance and the ability to interpret real situations presented as business case studies.
At the end of the learning process and in accordance with the learning purposes of the course — which aim to integrate the methodological knowledge with the interpretation of concrete business situations — what is requested to the student is twofold. First, the student must demonstrate to know and under-stand the typologies of corporate governance operating in the market, laws affecting corporate gov-ernance, and related processes. Second, through the study of the cases presented during the course, the student must demonstrate to interpret, critically comment, and solve cases and related problems on corporate governance.


Part One – Companies and their institutional structure

1. Corporate System: bases for the understanding of firms in contemporary economic and social contexts
1.1. Corporate system dimensions and related relationships
1.2. Organizational structure and its components
1.3. Institutional framework of companies

2. The institutional framework in different typologies of companies operating in the social system
2.1. "Capitalist" companies of individual and corporate typologies
2.2. Cooperative companies
2.3. Public sector organizations
2.4. Collaboration among companies
2.5. Group of companies - pyramid groups of companies

3. Ownership structure of Italian companies
3.1. Capitalist models in the international context
3.2. Italian capitalism models
3.3. Important features of Italian companies and their evolution

Part Two – The corporate governance

1. Evolution debate on corporate governance
1.1. The problem of governing and economic control of the company
1.2. Corporate governance studies
1.3. Thoughts on corporate governance

2. The regulatory framework on governance
2.1. Main areas of interest for corporate governance
2.2. Italian laws on corporate governance
2.3. Self-Discipline Codes

3. Governance tools
3.1. Composition and functioning of the governing bodies
3.2. Composition and operation of control bodies
3.3. Tolls to safeguard legality and correctness of governance actions
3.4. Audit on compliance of business processes - the role of compliance programs in corporate governance
3.5. Risk management in governance operations
3.6. Internal auditing and its role in governance

4. Correlations between governance and risk system
4.1. Risk Management Measurement Models
4.2. Risk management in Italian listed companies
4.3. Risk management and performance: some empirical evidences
4.4. Enterprise risk management and market value of Italian companies
4.5. Integrated reporting and risk disclosure: evidence from the "pilot project" IIRC

5. Governance in small and medium-sized enterprises and family firms
5.1. Governance mechanisms in small and medium-sized enterprises and family firms
5.2. Role of the family owner in processes of business growth
5.3. The management of succession processes in family firms

6. Towards an integrated corporate governance
6.1. Transparency in governance systems
6.2. The relationship among compliance, widespread knowledge of business organization, and performance under the perspective of an integrated governance
6.3. The relationship among corporate governance, corporate information and value creation.


Participants of the whole course are invited to study the aspects presented during the course, download the slides available on the course website together with the integrative readings that support the several points of the course program, and to study the text: Alessandro Lai (edited by), Il contributo del sistema di prevenzione e gestione dei rischi alla generazione del valore d'impresa, Franco Angeli, Milano, 2013, chapters: 1, 2, 3, 4, 5, 7, 8, 9.

Those not attending lessons are invited to study the following two volumes: Alessandro Zattoni, Corporate Governance, Egea, Milan, 2015 and Alessandro Lai (edited by), Il contributo del sistema di prevenzione e gestione dei rischi alla generazione del valore d'impresa, Franco Angeli, Milano, 2013, chapters: 1, 2, 3, 4, 5, 7, 8, 9.

Reference books
Author Title Publisher Year ISBN Note
Alessandro Zattoni Corporate Governance Egea 2015 9788823822016
Alessandro Lai (a cura di) Il contributo del sistema di prevenzione e gestione dei rischi alla generazione del valore d'impresa Franco Angeli 2013 9788820490034

Assessment methods and criteria

The exam consists of a written test based on 3 questions: the first question deals with the first part of the program (firms and their institutional structure); the second question deals with points n. 1, 2 and 3 of the second part of the program; the third question regards points 4, 5 and 6 of the second part of the program. Each question has a weight of one third on the final note. Optionally, a student who has passed the written test, may ask for an oral test on the whole program. Consequently to the purposes of the course (that is about the capability to make a student know the methodological bases and to make him read) actual empirical situations) a student has to demonstrate his knowledge of different kinds of firms, of corporate governance rules and processes, and to understand and comment the case studies presented in the course, together with the ability to solve empirical corporate governance problems.

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