CORPORATE GOVERNANCE (MKT 382-UNIQUE #05055, MAN 385-UNIQUE #04620, LAW 354D-UNIQUE #28780) FALL 2007
Faculty William H. Cunningham James L. Bayless Chair for Free Enterprise Address: HRC 3.358 Office Phone: 232-7540 E-mail: whc@po.utexas.edu Office Hours: T, TH 9:30-10:30 a.m. and by appointment
Teaching Assistant Kate Doty (e-mail: katedoty@mail.utexas.edu)
Class Schedule The class will meet on Thursdays at 3:30 p.m. in GSB 3.138.
Educational Objectives The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain abovemarket financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits. The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics.
Career Focus The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful
2 to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities.
Course Format The normal format of the class will be to invite one or more guest speakers to address the students. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.
Informal Class Meeting Professor Cunningham will host several informal lunch meetings with class members. The purpose of these lunch meetings is to give students and Professor Cunningham an opportunity to have informal small group discussions on topics related to the course. Students are not required to attend these meetings.
About the Faculty William H. Cunningham served as Dean of the College and Graduate School of Business (1983-85), President of The University of Texas at Austin (1985-1992), and Chancellor of The University of Texas System (19922000). Dr. Cunningham serves on a number of public and private corporate Boards including Southwest Airlines, Lincoln Financial, John Hancock Mutual Funds, Introgen Therapeutics, LIN Television, and Hayes Lemmerz.
Required Reading Assignments Students should stay current with news regarding Corporate Governance issues and are expected to read the Wall Street Journal and the New York Times daily. Students enrolled in the course may sign up for these papers at a reduced educational rate in class or through the course Web site. Most weekly assigned reading material may be accessed through the course Web site. Focused Questions A short list of questions that are designed to focus students’ attention on some of the more important issues that will be discussed in class or presented in the reading materials are listed as a part of each class assignment. Periodically, one or more new questions will be added to the list based on class discussion. These new questions will be posted on the revised course syllabus on the course Web site.
Cases A major written case will be made available to students prior to November 1. Students will be required to submit electronically a written analysis of the case by Wednesday, November 14 to Professor Cunningham. The case solution may not be more than ten double-spaced pages. Please understand that Professor
3 Cunningham has read the case. You do not need to spend a significant portion of the ten pages summarizing the case. There will also be several cases discussed in class. All students will be expected to prepare a one-page executive summary of the key issues in each of these cases. These must be submitted electronically to Kate Doty, the course's teaching assistant, prior to class through a link on Blackboard’s “Assignment” tab. Optional Reading Material The following books present an interesting and somewhat contradictory perspective on corporate governance. Each of these books is available in the Perry Castaneda Library. 1. Blair, Margaret M., Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century. 2. Cadbury, Sir Adrian, The Company Chairman. 3. Charkham, Jonathan, Keeping Good Company: A Study of Corporate Governance in Five Countries. 4. Leighton, David S.R. and Donald H. Thain, Making Boards Work. 5. Roe, Mark J., Strong Managers, Weak Owners: The Political Roots of American Corporate Finance. 6. Useem, Michael, Executive Defense: Shareholder Power and Corporate Reorganization. 7. Ward, Ralph D., 21st Century Corporate Board. 8. Welsch, Jack and Welsch, Susan, Winning.
Attendance A significant portion of the content of the material delivered in class will come from the guest speakers and inclass discussion. Therefore, it is critical that every student who enrolls in the class make a commitment to attend all of the classes. Any student who has two unexcused class absences will have his or her end of semester grade reduced by one-half grade. Each additional unexcused absence will result in the student’s grade being reduced by an additional one-half grade. Excused absences do not include obligations to other classes, interviews for jobs, or otherwise worthy university or professional activities. Excused absences are for personal events and must be approved in advance by Professor Cunningham. Out of respect to your fellow classmates and our guest speakers, all students must arrive on time for class and not leave until the class is formally dismissed.
Student Evaluations Students will be evaluated on the basis of class participation (30%), case assignments (40%) and an examination (30%). Professor Cunningham will be pleased to answer questions on any aspect of how students will be evaluated. Class Participation: In-class participation will be evaluated based on the questions asked to guest speakers and the quality of in-class participation. Case Assignments: Students will be required to analyze a case. Each student must submit their analysis of the case to Professor Cunningham electronically no later than November 14. Students may not write more than 10 pages, double-spaced.
4 Examination: An examination will be drawn entirely from the focused questions and will be administered in class on December 6.
Electronic Devices Students are not permitted to use computers, telephones, or other forms of electronic communication devices in class.
Name Identification You are required to bring with you to class a large name card, place it in front of you, and sit in the same seat each class.
Course Web Site The course will utilize a Web site, available through Blackboard.com. To access the site, go to http://courses.utexas.edu. You will be asked to enter your UTEID to access the site. Alternatively, enter UTDirect and follow the links for Academic Services and Course Web Sites.
Password-Protected Class Site Password-protected class sites are available for all accredited courses taught at The University. Syllabi, handouts, assignments and other resources are types of information that may be available within these sites. Site activities could include exchanging e-mail, engaging in class discussions and chats, and exchanging files. In addition, class e-mail rosters will be a component of the sites. Students who do not want their names included in these electronic class rosters must restrict their directory information in the Office of the Registrar, Main Building, Room 1. For information on restricting directory information see: http://www.utexas.edu/student/registrar/catalogs/gi02-03/app/appc09.html.
Students with Disabilities The University of Texas at Austin provides upon request appropriate academic accommodations for qualified students with disabilities. For more information, contact the Office of the Dean of Students at 471-6259, 4714641 TTY.
Course Assignments (WORK IN PROGRESS) This course syllabus is work in progress and it will always be work in progress. In addition, one or more speakers may develop conflicts that forces changes in the syllabus. There are too many new events, regulatory body rulings, and court decisions that impact the governance of corporations to make this course a static event. Therefore, students are responsible for reviewing the course Web site on the Wednesday prior to class to determine if there have been any changes in course assignments. We will discuss any new articles that have been assigned at the end of each class.
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Speakers’ biographies will be posted to the Web site no later than Wednesday of each week.
AUGUST 30 Corporate Governance Failures in the 21st Century Reading Assignments: 1. Former ImClone Chief Given 7-Year Term, NYT, June 11, 2003 2. Stewart Found Guilty on All Counts; She Plans to Appeal, NYT, March 6, 2004 3. Adelphia Founder And One Son Are Found Guilty, WSJ, July 9, 2004 4. Tyco Trial Jurors Say Defendants Weren't Credible, WSJ, June 20, 2005 5. 10 Questions Every Director Should Ask, CBM, May/June 2005 6. Lay, Skilling Are Convicted of Fraud, WSJ, May 26, 2006 7. General Counsel to Directors: Your 10 Most Common Mistakes, CBM, July/August 2006 Focused Questions: 1. What questions should every corporate director ask every CEO? 2. What mistakes do General Counsel's feel boards are most likely to make? 3. What are the common problems that existed among Martha Stewart, Samuel Waksal, Dennis Kozlowski, John Rigas, Ken Lay, and Richard Scrushy?
SEPTEMBER 6 Nature and Structure of Corporate Boards Reading Assignments: 1. The Board’s Missing Link, HBR, Cynthia Montgomery and Rhonda Kaufman, March 2003, p. 86 2. A Report Card - On You!, CBM, March/April 2005, 3. Move Over, CEO: Here Come the Directors, WSJ, October 9, 2006 4. How Well Run Boards Make Decisions, HBR, November 2006 (view article on HBR Web site) Additional Reading Assignments: 1. In 3rd Recall, Mattel Says More Toys Include Lead, NYT, September 5, 2007 2. SEC Asks Firms to Detail Top Executives' Pay, WSJ, August 31, 2007 Focused Questions: 1. Describe the power relationships between the board, management, and the shareholders. What can be done to align these three groups? 2. What are the key responsibilities of members of boards of directors to the firm they serve? 3. How does the business judgment rule protect directors? Explain. 4. What are the implications of the Disney case for corporate directors? 5. What are directors doing to become better fiduciaries for the firm's stockholders? What are the implications for management? 6. How do well run boards make decisions?
6 Development of a Board Reading Assignments: 1. Independence of Directors is Elusive Goal of Reform, WSJ, July 22, 2003 2. Building Better Boards, HBR, May 2004 3. More CEO's Say 'No Thanks' To Board Seats, WSJ, January 28, 2005 4. What It Takes to Be a Lead Director, CBM, March/April 2006 5. How Am I Doing?, WSJ, October 9, 2006 6. A Path to a Seat on the Board? Try the Fairway, NYT, March 11, 2006 Focused Questions: 1. What are the key factors that should be analyzed in determining if a director is independent? 2. How "engaged" should a board be with the firm? What steps can be taken to improve the performance of corporate boards? 3. Why are more CEO's saying "no thanks" to board seats? 4. How should a lead director interact with management and the board? 5. What process should a firm use to recruit its Board of Directors? 6. What qualifies an individual to serve on a corporate Board of Directors? 7. Should a corporate board try and evaluate its own performance? If you feel it should, how should it proceed?
SEPTEMBER 13 Venture Funding Speaker: Joe Aragona, General Partner and Founder, Austin Ventures Reading Assignments: 1. Take the Money – or Run?, HBR, November 2004 2. Making Sense of Corporate Venture Capital, HBR, March 2002 3. Will Silicon Valley Rise Again, CBM, May/June 2006 4. Venture Funding Twist, WSJ, February 14, 2007 Focused Questions: 1. Explain the differences between a strategic and a financial investment from both the perspectives of the venture firm and the recipient of the funds. 2. Is it true that investors in first round financing normally get "crushed?" If so, why do people and venture funds invest in first round financing? 3. What is meant by an "angel" investor? 4. What role does a board of directors play in most venture-backed firms? How does the role of a board of a venture-backed firm vary from a mature publicly-traded company? 5. What is meant by "venture debt?" What are the advantages and disadvantages of venture debt, the entrepreneur, and the venture capitalist?
Corporate Strategy and the Board of Directors Case: The Board of Directors at the Coca-Cola Company (9-404-039)
7 Case Questions: 1. How has the role of the Coca-Cola Board changed over the company’s history? 2. More specifically, how has the Board been involved in shaping the company’s strategic direction? 3. What is your assessment of the way the Board and Mr. Daft handled the potential acquisition of Quaker Oats? 4. In 2003, how would you evaluate the Coca-Cola Board if you were a shareholder? 5. Do you agree with the frequent media criticism of the Coca-Cola board?
SEPTEMBER 20 The Role of the General Counsel Speaker: Charles Matthews, General Counsel of Exxon Reading Assignments: 1. Class Action: Every Director’s Nightmare, CBM, Special Legal Issue 2001 2. In Corporate Corruption Cases, Prosecutors Face Daunting Task of Proving Intent to Do Wrong, WSJ, April 8, 2004 3. The WorldCom Settlement and Director Liability, Wachtell, Lipton, Rosen & Katz, January 7, 2005 4. Seven Things a Prosecutor Probably Won't Tell You (I Know, I Used To Be One), CBM May/June 2006 5. Unmasking the Seven Secrets of the Greatest Lawyers, CBM, July/August 2006 6. Antitrust Law's Delicate Dance, WSJ, October 12, 2006 7. The Secret Life of an Informant, WSJ, October 21-22, 2006 8. 'Benron' Behind Bars, WSJ, April 21, 2007 9. Lawyer-Client Relationships Go Both Ways, CBM, July/August 2007 Focused Questions: 1. What are the implications for class action lawsuits for board members? 2. Why is "intent" so important in white-collar crimes? 3. What are the implications of the settlement in the lawsuits against the WorldCom directors that were announced on January 6, 2005? 4. What are the major responsibilities of a General Counsel of a major world-wide corporation? 5. What can be done to change the litigation culture in the United States? 6. When does an alliance that is legal cross the line to become a collusion that is illegal? 7. How should a white collar criminal try and adjust to prison?
Accounting Fraud and the Role of the Board of Directors Case: Accounting Fraud at WorldCom (9-104-071) Case Questions: 1. How did WorldCom’s culture impact the Board’s decision? 2. Did Mr. Sullivan adequately communicate with the WorldCom Board? 3. Should Arthur Andersen have classified WorldCom as a “high risk client?” Explain. 4. Did the Board of Directors fail WorldCom? 5. Did the Compensation Committee function properly? 6. Are there any heroes in the WorldCom case? 7. Who ultimately failed WorldCom?
8 8. Did the history and structure of WorldCom hurt the firm?
SEPTEMBER 27 Public Relations Speaker: Jeff Hunt, CEO, GCI Read Poland Reading Assignments: 1. Gilded and Gelded! Hard-Won Lessons From the PR Wars, HBR, October 2003 2. Wal-Mart Boss's Unlikely Role: Corporate Defender-in-Chief, WSJ, July 26, 2005 3. Grading the C.E.O. Speech, NYT, September 27, 2005 4. Behind the Scenes, PR Firm Remakes Wal-Mart's Image, WSJ, December 7, 2006 5. 10 Crises That Lie Around The Next Corner - and How They Got There, CBM, May/June 2007 Focused Questions: 1. What can firms do to avoid public relations problems? 2. How has Wal-Mart tried to improve its image? Do you feel it will be successful? 3. What role should PR play the firm’s communications strategy? 4. What does the CEO need to understand about public relations?
OCTOBER 4 External Auditor and the Audit Committee Speaker: Scott Halliday, Partner, Ernst & Young Reading Assignments: 1. Behind Wave of Corporate Fraud: A Change in How Auditors Work, WSJ, March 25, 2004 2. Critics See Some Good From Sarbanes-Oxley, WSJ, July 30, 2007 Focused Questions: 1. What are the implications of risk-based auditing procedures? 2. What advice do convicted executives have for other executives who are not in jail? 3. What can be done to reverse the pattern of the use of aggressive and often deceptive accounting practices to improve short-term earnings? 4. What are the implications of Sarbanes-Oxley for corporate America? 5. How should the independent auditor interact with the audit committee, the Board, and management? 6. What has been the impact of Sarbanes-Oxley?
Compensation Systems Case: Executive Compensation at General Electric (A) (9-105-072) Reading Assignments: 1. Director Pay: The Gathering Storm, CBM, September/October 2006
9 2. 3. 4. 5. 6. Compensation Experts Offer Ways To Help Curb Executive Salaries, NYT, December 30, 2006 Shareholders Push For Vote on Executive Pay, WSJ, February 26, 2007 Ten Ways to Restore Investor Confidence in Compensation, WSJ, April 9, 2007 Reducing Rewards, WSJ, April 9, 2007 More Than Ever, It Pays to Be the Top Executive, NYT, May 25, 2007
Focused Questions: 1. Is CEO's compensation being driven primarily by basic economic forces? Explain. 2. What can corporate boards do to help make compensation plans more acceptable to shareholders? 3. Should shareholders be given the right to vote on executive compensation? 4. What can be done to tie pay more closely to performance, and cut back on excessive benefits and perks? 5. How are boards reacting to the pressure to reduce executive perks? OCTOBER 11 The Role of the Chief Executive Officer Speaker: Kenneth Jastrow, Chairman of the Board and CEO, Temple-Inland Financial Services Reading Assignments: 1. Warren Buffett, Unplugged, WSJ November 12-13, 2005 2. What Executives Should Remember, HBR, February 2006 3. How to Fire a CEO?, WSJ, October 30, 2006 4. Executive's Fatal Flaw: Failing to Understand New Demands on CEO's, WSJ, January 4, 2007 5. Behind Nardelli's Abrupt Exit, WSJ, January 4, 2007 6. The Wrong Way to Pick a Chief Executive...and the Right Way, CBM, May/June 2007 7. How Successful Leaders Think, HBR, June 2007 (view article on HBR Web site) 8. The CEO Who Couldn't Keep His Foot Out of His Mouth, HBR, December 2006 (view article on HBR Web site) Focused Questions: 1. What criteria should a board examine when its selects a new CEO? 2. What makes Warren Buffett such a successful CEO? 3. What is the most important responsibility of the CEO? 4. How should the Board of Directors manage the succession process? 5. Why is it so hard to fire a CEO? 6. Why are CEO's referred to as "global politicians?" 7. What is meant by "integrative thinking?" How does it vary from "conventional thinking?" 8. What are some of the most important lessons that Peter Drucker left business executives?
Corporate and Personal Ethics Speaker: Bernard Rapoport, Founder and Chairman Emeritus of American Income Life Insurance Company Reading Assignments: 1. How Unethical Are You?, HBR, December 2003 2. The Virtue Matrix, HBR, March 2002 3. Money and Morals at GE, Fortune, November 15, 2004
10 4. Ethical Breaches Pose Dilemma for Boards: When to Fire a CEO, WSJ, February 16, 2006 Focused Questions: 1. What is meant by the "virtue matrix?" 2. How is Jeffrey Immelt changing GE's perspective on social responsibility? 3. What are the implications to corporate America if the American public loses confidence in the free market system? 4. What can corporate America do to restore the public’s confidence in businesses? 5. What type of ethical breaches requires a board to terminate a CEO?
OCTOBER 18 Governance of a Non-Profit Organization Speaker: Lee Walker, Chairman of the Board of Capital Metro and former COO of Dell Reading Assignments: 1. The New Work of the Non-Profit Board, HBR Sept.-Oct. 1996 2. Working on Non-Profit Boards: Don’t Assume the Shoe Fits, HBR, Nov.-Dec. 1999 3. The High and Low Notes of Nonprofit Board Service, CBM, Summer 1999
Focused Questions: 1. What are the differences between governing a for-profit and a not-for-profit organization?
The Role of Chairman of the Board Speaker: Herb Kelleher, Chairman of the Board, Southwest Airlines Reading Assignments: 1. The Surprising Economics of a "People Business", HBR, June 2005 2. Every Employee an Owner, HBR, June 2005 3. Keeping Ahead of the Pack, WSJ, December 19, 2005 4. Southwest: Dressed to Kill...Competitors, Business Week, February 21, 2005 Focuses Questions: 1. Why has SWA been successful when many of its competitors have found it impossible to avoid bankruptcy? 2. What is meant by culture and why is SWA's culture so important to management? 3. How has the SWA board evolved over time?
OCTOBER 25 Governmental Relations/Lobbyists Speakers: The Honorable Mike Millsap, Lobbyist and former State Representative
11 The Honorable David Sibley, Lobbyist and former State Senator Reading Assignments: 1. What Top Lobbyists Can Do For You - And For How Much, CBM, March/April 2003 2. Inquiry on Lobbyist Casts a Shadow in Congress, NYT, April 11, 2005 3. Growing Role for Lobbyists: Raising Funds for Lawmakers, NYT, January 27, 2006 4. Deal Maker Details the Art of Greasing the Palm, NYT, August 6, 2006 5. Siemens Probe Spotlights Murky Role of Consultants, WSJ, April 20, 2007 Focused Questions: 1. What role do lobbyists play in Washington? 2. Should lobbyists sponsor fundraising projects for elected officials? 3. Should former government officials be permitted to lobby once they have left the government? 4. What role should a "consultant" play in helping its multinational clients win contracts in developing countries?
Governance of a Private Corporation Speaker: Mohsen Sohi Reading Assignments: 1. Do Families and Big Business Mix?, NYT April 24, 2005 2. Redstone Split Bears on Future of Viacom, CBS, WSJ, July 20, 2007 Focused Questions: 1. What can a CEO of a privately held company do to help insure that the transition of power from one generation to the next goes smoothly?
NOVEMBER 1 The Relationship Between the Corporation, the CEO, and the Media Speakers: Wayne Slater, Chief Political Writer, Dallas Morning News James Moroney, Publisher and CEO of the Dallas Morning News Reading Assignments: 1. Analysis: Post-Mortem of CBS’s Flawed Broadcast, NYT, January 11, 2005 2. How Old Media Can Survive in a New World, WSJ, May 23, 2005 3. Publishers Say Fact-Checking Is Too Costly, WSJ, January 20, 2006 4. Behind the Fall of Imus, A Digital Brush Fire, WSJ, April 13, 2007 Focused Questions: 1. What can a major news organization do to insure that it reports the news in a fair and accurate manner? 2. What can be done to help "old media" survive and prosper in the future? Be specific about the various forms of old media. 3. Should a newspaper or other news organization be able to protect their sources such that they can not be identified even to a prosecutor in a criminal case?
12 4. 5. 6. 7. 8. 9. How much "fact checking" should a publisher be expected to do? How should a CEO respond to the media concerning a crisis in his or her company? Should a CEO be proactive with the media? When should a CEO not take a call from the media? What is meant by "off the record" and "for background only?" How should CBS and NBC have dealt with Don Imus?
NOVEMBER 8 Enron, High Profile Corporate Failure Speaker: William Banowsky, CEO, Magnolia Pictures Reading Assignments: 1. Enron's Chief Offers His Case, NYT, December 14, 2005 2. Enron Defense: What Crimes?, WSJ, February 6, 2006 3. Guilty Verdicts Provide 'Red Meat' To Prosecutors Chasing Companies, WSJ, May 26, 2006 4. Lay's Legacy: Corporate Change -- But Not the Kind He Expected, WSJ, July 6, 2006 5. Fastow Gets His Moment In the Sun, NYT, November 10, 2006 Focused Questions: 1. What was the theory behind Ken Lay's defense? 2. How did the theory behind Lay's defense differ from the theory behind Skilling's defense? 3. Should Lay and Skilling have testified in their own defense? 4. What impact will the guilty verdict in Enron, Tyco, WorldCom, etc. have on corporate America?
NOVEMBER 15 THE GOVERNANCE OF GOVERNMENT Speaker: Attorney General Greg Abbott
Institutional Investors Speaker: Bob Boldt, Former President and CEO, UTIMCO Reading Assignments: 1. Calpers Target Directors Who Neglect Holders, WSJ, April 16, 2004 2. Big Shareholders Are Shouting Even Louder, WSJ, November 23, 2005 3. Behind Soaring Executive Pay, Decades of Failed Restraints, WSJ, October 12, 2006 4. Voting Records At Mutual Funds: Still a Hard Read, WSJ, December 22, 2006 Focused Questions: 1. Who are the modern shareholder activists and how should the firm deal with them? 2. How is Calpers trying to impact corporate governance? Is it likely to be successful?
13 3. Are institutional investors playing a positive role as corporate activists? 4. What should mutual funds report to their investors with respect to the mutual funds votes on proxy issues?
NOVEMBER 22 No Class - Thanksgiving Holiday
NOVEMBER 29 The Role of the Chief Financial Officer Speaker: Laura Wright, CFO, Southwest Airlines Reading Assignments: 1. Time to Bury EBITDA, Pro Forma Earnings, and Stupid Cash Tricks, CBM, September/October 2004 2. Off-Ramps and On-Ramps, Keeping Talented Women on the Road to Success, HBR, March 2005 Focused Questions: 1. Why is EBITDA not a good measure of a firm's performance? 2. Why has Southwest Airlines been able to maintain its profitability? 3. What are the primary responsibilities of the CFO? 4. What can be done to help give women a reasonable chance to succeed in business? 5. What can be done to help women get back on the fast track if they have left their careers?
Entrepreneurship: Introgen Goes Public Speaker: David Nance, Founder, President and CEO, Introgen Therapeutics Reading Assignments: 1. The Great Money Hunt, WSJ, November 29, 2004 2. You Got the Big Break, Now What, WSJ?, November 13, 2006 3. It's Alive! Meet One of Biotech's Zombies, NYT, February 11, 2007 4. Meeting the Challenge of Corporate Entrepreneurship, HBR, October 2006 (view article on HBR Web site) 5. The Secrets of Serial Success, WSJ, August 20, 2007 Focused Questions: 1. What alternatives exist to fund most small businesses? 2. Why do most entrepreneurs fail to make the transition from successful entrepreneurs to senior executive in a medium to large corporation? 3. How does the role of a corporate board vary over time as a firm matures from the start-up to a well established public company? 4. What are the real costs for a firm when it "goes public?" 5. How does a young public company attract directors?
14 6. How can large corporations be more creative in building new businesses? 7. Why do some entrepreneurs succeed in a variety of ventures, while others are unable to do so.
DECEMBER 6 Exam in class
CBM – Corporate Board Magazine WSJ – Wall Street Journal NYT – New York Times HBR – Harvard Business Review BW – Business Week