Corporate Governance
2nd Semester, Course Code: ΜΕΧΘ09
Credits: 8
Learning Outcomes
By the end of the course, students will:
- have understood the mechanisms of governance of (listed) companies and the will be able to analyze and implement the relevant legal framework
- have gained basic knowledge of institutions and the different corporate governance structures of several basic legal orders,
- be familiar with contemporary debates and issues within corporate governance, including issues relating to: corporate decision-making, BoD accountability, related party transactions, corporate transparency, internal control and risk management mechanisms, and adjacent issues relating to corporate governance (corporate ethics, environmental and social responsibility, ESG agenda),
- have gained an understanding of the way that modern corporations (should) operate in regulated markets.
General Competences
Students will gain a critical view of the current corporate regulatory environment as well as the ability to identify and formulate compliance best practices. They will acquire abilities that will help them to understand with critical and creative thinking the structures and governance mechanisms of (listed) companies and the factors that shape the decisions of Boards of Directors. They will familiarize themselves with the role of the various bodies and structures of the company (eg internal and external auditors, risk management officers).
Course Content
This course aims to give students an in-depth knowledge of the rules that determine internal governance and decision-making in listed companies (and secondarily in non-listed companies). The course discusses and evaluates the theoretical models for the organization of (stock) corporations in order to provide the necessary background for students to understand the various issues of corporate governance that arise from the very structure and operation of the company and in particular the listed public company. The course then examines the main features of Greek company law, corporate governance and capital markets law in relation to issues such as: the distribution of power between the members of the board of directors (BoD) and the shareholders; the structure and composition of Board; the duties and responsibilities of board members; the mechanism of hostile takeovers and the market for corporate control; and the relationship between corporate governance and corporate social responsibility. Emphasis is laid on how rules and institutions interact with market mechanisms in order to create effective incentives and control mechanisms for the management of (listed) companies. More specifically, the course aims to cover, among others, the following fields:
- Introduction to the law of corporate governance: the Greek and EU perspective
- Discussion of the current Greek corporate governance framework
- The Board of Directors
- BoD Committees
- Internal control and compliance functions
- Corporate governance code
- Transparency
- Law 3556/2007 on listed firms’ transparency
- Market Abuse Regulation (Regulation 596/2014)
- Transparency concerning specific corporate governance topics (e.g., nomination of Board directors, share capital increase, related party transactions)
- Company law perspectives
- Minority shareholders’ rights
- Takeovers and the market of corporate control
Student Performance Evaluation
The course is assessed by a one written examination (three hours duration) with multiple choice questions and/or questions requiring an analysis covering all of the course components.
Bibliography
Suggested Bibliography
a
– Newer indicative bibliography:
- Avgitidis, Capital markets, Athens, 2019 (Nomiki Vivliothiki)
- Karagounidis, Company law, Athens–Thessaloniki, 2020 (Sakkoulas Athens–Thessaloniki)
- Karatzenis, Corporate governance of stock corporations, Athens–Thessaloniki, 2023 (Sakkoulas Athens–Thessaloniki)
- Mouzoulas, Governance of stock corporations and contemporary capital markets, vol. 1., Athens–Thessaloniki, 2021 (Sakkoulas Athens–Thessaloniki)
- Rokas, Company law, Athens–Thessaloniki, 2019 (Sakkoulas Athens–Thessaloniki)
- Sotiropoulos (ed.), Stock corporations law, Athens, 2020 (Nomiki Vivliothiki)
- Tountopoulos (ed.), Corporate governance law, Athens, 2022 (Nomiki Vivliothiki)
- Tountopoulos, Capital markets, Athens–Thessaloniki, 2021 (Sakkoulas Athens–Thessaloniki)
Older bibliography:
- Avgitidis, The listed stock corporation, 2013 (Nomiki Vivliothiki)
- Mouzoulas, Law 3016/2002 on corporate Governance, Athens-Thessaloniki, 2003 (Sakkoulas Athens-Thessaloniki)
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