DBF: Financing and Governing of Companies in Times of Financing Crisis


4.9.2009. - 6.9.2009.

Dubrovnik, otok Koločep

We are pleased to invite you to Dubrovnik Lectures in Banking and Finance (DBF), the first world-class executive education program in banking and finance in New Europe. Operating since 2007, DBF brings together some of the worlds leading lecturers with select groups of participants from across the Europe, in order to partake in a unique educational experience.



Course Objectives
The purpose of this course is to provide a systematic review of the theory and literature on Corporate Governance (CG) in order to address its practical implications. The course takes a financial approach to the subject, emphasizing impact on firm values and returns to investors. While the issues are thoroughly discussed, the treatment is data-driven with substantial empirical evidence brought to the classroom. In addition, CG issues are illustrated through many mini-cases. While CG practices around the world are discussed, the special issues of firms in emerging markets are highlighted.

CG is presented as a complex, multi-dimensional mechanism through which investors attempt to ensure returns on their investments, with practices that are highly contextual. Even so, insider-outsider and majority-minority conflicts are common, and frequently severe in emerging markets. Besides developing an understanding of such issues, we cover the major elements of most CG systems. We review ownership structures, and the prominent role of families and business groups in emerging markets. We also study the impact of institutional ownership, and voting rights. Boards are an important feature of the CG of firms, and they are discussed extensively in this course. Besides the advisory and monitoring duties of board directors, we examine several distinguishing features of well-performing boards. In a related discussion, we note how governance enforcement can influence disclosure practices and corruption. Managers who attain excessive control can abuse their positions and draw large private benefits of control. We consider managerial ownership and its impact on firm value. We also examine control mechanisms such as the structure of executive compensation. Finally, among some topics of special interests in emerging markets, we study changes in corporate governance through privatization, cross-border M & A’s, cross-listings, and the role of banks.

There is gathering evidence that good CG translates into higher firm values and better returns to investors, which attracts greater investment flows and promotes economic growth. This makes good CG particularly important in emerging markets.

Course outcomes
• Understand the major elements in the corporate governance of a firm, and their impact on firm value
• Appreciate variations in corporate governance between firms in developed and emerging markets
• Identify major issues in corporate governance of a particular firm
• Develop solutions to major corporate governance problems of a firm
• Relate to how corporate governance problems are addressed in different firms and countries
• Understand the implications of corporate governance as an investor
• Assess the advantages and disadvantages of different corporate governance solutions
• Deal with some inherent conflicts, such as those between majority and minority shareholders
• Use corporate governace to mitigate potential abuse and coruption

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Day 1

Session 1:
• Part 1: Corporate governance (CG) as a complex, multidimensional mechanism involving several stakeholders.
The Anglo-Saxon model of CG. survey of CG around the world. Law, finance, and markets in developed and emerging markets.
• Part 2: Salient conflicts: Insiders versus outsiders, and majority versus minority shareholders in developed and emerging Markets.

Session 2:
• Part 1: Patterns in ownership structure.
The importance of family and conglomerates in developing economies.
• Part 2: Role of institutional investors and the impact of activist shareholders on the CG and performance of firms.
Premiums on blocks, and the private benefits of control.
The debate on voting, the one share-one vote issue.

Day 2

Session 1:
• Part 1: Boards under different models of CG.
Directors’ advisory and monitoring duties.
• Part 2: Board characteristics: Independence, size, and quality.
Board membership from banker to labor leader.

Session 2:
• Part 1: Board committees, functioning, and regulatory codes.
• Part 2: Governance enforcement, accounting and disclosure practices, insider trading and other corruption.

Day 3
Session 1:

• Part 1: Managerial ownership and its impact on firm value.
Managers in control, and abuse such as excessive perk consumption, tunneling, etc.
Control mechanisms, including turnover and compensation incentives.
• Part 2: Takeovers of firms that are undervalued due to poor CG.
The disciplining role of takeover markets.

Session 2:
• Part 1: Special focus: Changes in CG. Privatization, cross-border M & A’s, and cross-listing.
• Part 2: Special focus: Banks as insiders. Benefits of a bank relationship versus the potential for hold-up from a dependent relationship.

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Fee and Aplication: 2,790.00€

Application documents:

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SECCF - South European Center for Contemporary Finance

SECCF - South European Center for Contemporary Finance

Kačićeva 13a
10000 Zagreb

Tel: +385 1 4880 275

Fax: +385 1 4810 116