CORPORATE GOVERNANCE (MKT 382-UNIQUE #04875, MAN 385-UNIQUE #04400, LAW 354D-UNIQUE #27665) SPRING 2007
Faculty William H. Cunningham James L. Bayless Chair for Free Enterprise Address: HRC 3.3587 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 Michael Crnich (e-mail: mcrnich@mail.utexas.edu)
Class Schedule The class will meet on Thursdays at 3:30 p.m. in GSB 3.130.
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. While most of the course will
2 focus on established public companies, much of the course content will be useful 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. After the guests complete their presentations, the class will discuss assigned cases and reading materials.
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. Additional 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.
3 Cases There will 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 Michael Crnich, 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, we expect that all students will 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 the case to Professor Cunningham electronically no later than 2:00 on April 5. Students may not write more than 10 pages, double-spaced. The case will be assigned no later than March 5.
4 Examination: An examination will be drawn entirely from the focused questions and will be administered in class on May 3. Optional Case (substitute for examination). Students may select the option to participate in a team which will write a case that focuses on issues related to executive compensation, succession management, and board governance at Home Depot. Specific topics that will need to be addressed include: the historical development of Home Depot, the culture within the organizations, the role and activities of the board of directors and its committees, the competitive environment, succession management, the political and regulatory environments, current and future business strategies, and compensation of the firm's CEO, his direct reports, and the board of directors. No more than four students may participate in a team. Professor Cunningham would be pleased to meet with student groups who decide to pursue this alternative. This option will substitute for the examination and, as a result, will count 30% of the student's grade. Students should be able to complete this case in less than 30 double-spaced pages. The case should be submitted electronically to Professor Cunningham no later than 9:00 a.m. on May 3. Each student will be asked to evaluate the performance of his or her colleagues on the team project.
Electronic Devices Students are not permitted to use computers, telephones, or other forms of electronic communication devices in class.
Intellectual Property Any intellectual property that results from this course (the cases and other material that is discovered in the process of creating the case or other materials associated with the course) belongs to Professor Cunningham.
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
5 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 Tuesday prior to class to determine if there have been any changes in course assignments. Normally, speakers’ biographies will be posted to the Web site no later than Tuesday of each week.
JANUARY 18 Class Introduction
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. 10 Questions Every Director Should Ask, CBM, May/June 2005 4. Behind Every Underachiever, An Overpaid Board, NYT, January 22, 2005 5. Move Over, CEO: Her Come the Directors, WSJ, October 9, 2006 Focused Questions: 1. Describe the power relationships between the board, management, and the shareholders. What can be done to align these three groups? 2. Should a corporate board try and evaluate its own performance? If you feel it should, how should it proceed? 3. What questions should every corporate director ask every CEO? 4. Should shareholders set the board of director's compensation? 5. What are the lessons that corporate directors should have learned from Adelphia, HealthSouth, Martha Stewart, and Tyco? 6. What are the key responsibilities of members of boards of directors to the firm they serve? 7. Does the business judgment rule protect directors? Explain. 8. What are the implications of the Disney case for corporate directors?
6 9. What are directors doing to become better fiduciaries for the firm's stockholders? What are the implications for management?
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. What procedures should a Board employ to review its performance? 8. Why is golf important to some people in the recruitment of directors?
JANUARY 25 Mergers and Acquisitions Speaker: Speaker: Jon Boscia, CEO of Lincoln Financial Reading Assignments: 1. Mergers: Why Most Big Deals Don't Pay Off, Business Week, October 14, 2002 2. Choosing the Right Investment Banker, CBM, Summer 1999 3. You Say 'Takeover,' I Say Merger of Equals, NYT, December 21, 2003 4. Merger Proposal from Lincoln National Corporation and Jefferson-Pilot Financial, February 14, 2006 (read the Summary only - pages 1-16) 5. Blizzard of Deals Heralds an Era of Megamergers, WSJ, June 27, 2006 Focused Questions: 1. Why do most mergers fail to create value for the shareholders? 2. How should a board select the "right" investment banker? 3. What is meant by a "merger of equals?" What can be done to help make such a merger successful? 4. What was done by the Lincoln Board to help integrate Lincoln and Jefferson-Pilot?
7 Corporate Strategy and the Board of Directors Case: The Board of Directors at the Coca-Cola Company (9-404-039) 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?
FEBRUARY 1 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. General Counsel to Directors: Your 10 Most Common Mistakes, CBM, July/August 2006 6. Unmasking the Seven Secrets of the Greatest Lawyers, CBM, July/August 2006 7. Antitrust Law's Delicate Dance, WSJ, October 12, 2006 8. The Secret Life of an Informant, WSJ, October 21-22, 2006 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 mistakes do General Counsel's feel boards are most likely to make? 5. What separates a good lawyer from a great lawyer? 6. What are the major responsibilities of a General Counsel of a major world-wide corporation? 7. What can be done to change the litigation culture in the United States? 8. When does an alliance that is legal cross the line to become a collusion that is illegal?
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. How an Accounting Firm Went From Resistance to Resignation, NYT, August 28, 2005 3. After Serving Time, Executives Now Serve up Advice, NYT, June 1, 2004
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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. Are audit committee members at more risk than their colleagues on the Board who do not serve on the audit committee? 5. What are the implications of Sarbanes-Oxley for corporate America? 6. How should the independent auditor interact with the audit committee, the Board, and management?
FEBRUARY 8 Private Wealth Management Speaker: Geoffrey Raynor, CEO of Q Investments Reading Assignments: 1. Private Equity Goes to Public, Letting Small Investors Play, WSJ, April 26, 2004 2. Hedge Funds Target Smaller Investors, WSJ, April 27, 2005 3. Hedge Fund Rumors Rattle Markets, NYT, May 11, 2005 4. Why Hedge Funds Hunt for Animals, Search for Stars, WSJ, July 25, 2005 5. Big Hedge Funds Feel Right at Home in Greenwich, Conn., WSJ, August 3, 2005 6. SEC Wants Hedge Funds in Open, WSJ, April 9, 2004 Focused Questions: 1. What is meant by alternative investments and hedge funds? 2. How does a hedge fund "hedge" its investors' risk? 3. Should "non-accredited" investors be permitted to invest in hedge funds?
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 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?
9 FEBRUARY 15 The Role of the Chief Executive Officer Speaker: Kenneth Jastrow, Chairman of the Board and CEO, Temple-Inland Financial Services Reading Assignments: 1. The Perils of Picking C.E.O.'s, WSJ, March 15, 2005 2. What Great Managers, HBR, March 2005 3. Moments of Greatness, Entering the Fundamental State of Leadership, HBR, July/August 2005 4. Warren Buffett, Unplugged, WSJ November 12-13, 2005 5. Ethical Breaches Pose Dilemma for Boards: When to Fire a CEO, WSJ, February 16, 2006 6. What Executives Should Remember, HBR, February 2006 7. How to Fire a CEO?, WSJ, October 30, 2006 Focused Questions: 1. What criteria should a board examine when its selects a new CEO? 2. What are the differences between great leaders and great managers? 3. What makes Warren Buffett such a successful CEO? 4. What type of ethical breaches requires a board to terminate a CEO? 5. What specific advice would you give a new CEO of a major well-established U.S. corporation? 6. What is the most important responsibility of the CEO? 7. How should the Board of Directors manage the succession process? 8. Why is it so hard to fire a CEO?
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. Did the history and structure of WorldCom hurt the firm?
FEBRUARY 22
Venture Funding Speaker: Joe Aragona, General Partner and Founder, Austin Ventures Reading Assignments: 1. Venture Capitalists Scramble to Keep Their Numbers Secret, WSJ, May 11, 2004
10 2. Take the Money – or Run?, HBR, November 2004 3. Making Sense of Corporate Venture Capital, HBR, March 2002 4. Will Silicon Valley Rise Again, CBM, May/June 2006 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?
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 3. Keeping Ahead of the Pack, WSJ, December 19, 2005 Focused Questions: 1. Why is EBITDA not a good measure of a firm's performance? 2. What can be done to help women get back on the fast track if they have left their careers? 3. Why has Southwest Airlines been able to maintain its profitability? 4. What are the primary responsibilities of the CFO? 5. What can be done to help give women a reasonable chance to succeed in business?
MARCH 1 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. Skilling, Lay Risk Division by Taking Stand, WSJ, April 10, 2006 5. Lay's Legacy: Corporate Change -- But Not the Kind He Expected, WSJ, July 6, 2006 6. 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?
11 4. What impact will the guilty verdict in Enron, Tyco, WorldCom, etc. have on corporate America?
MARCH 22 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 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?
MARCH 29 Institutional Investors Speaker: Bob Boldt, Former President and CEO, UTIMCO Reading Assignments: 1. Meet Your Worst Nightmares!, CBM, Spring 1999 2. Calpers Rides Again, Fortune, December 8, 2003 Issue 3. Calpers Target Directors Who Neglect Holders, WSJ, April 16, 2004 4. Big Shareholders Are Shouting Even Louder, WSJ, November 23, 2005 5. Behind Soaring Executive Pay, Decades of Failed Restraints, WSJ, October 12, 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? 3. Are institutional investors playing a positive role as corporate activists?
Executive Compensation Reading Assignments: 1. My Big Fat C.E.O. Paycheck, NYT, April 3, 2005 2. The New Executive Bonanza: Retirement, NYT, April 3, 2005 3. An Early Advocate of Stock Options Debunks Himself, NYT, April 3, 2005 4. To Keep Employees, Domino's Decides It's Not All About Pay, WSJ, February 17, 2005 5. SEC Issues Rules on Executive Pay , Options Grants, WSJ, July 27, 2006
12 6. 7. 8. 9. In Internal Probes of Stock Options, Conflicts Abound, WSJ, August 11, 2006 (UnitedHealth) Corporate America's Pay Pal, NYT, October 15, 2006 Bosses' Pay: How Stock Options Became Part of the Problem, WSJ, December 27, 2006 Compensation Experts Offer Ways To Help Curb Executive Salaries, NYT, December 30, 2006
Focused Questions: 1. How important is "pay for performance?" 2. What role does retirement play in executive compensation programs? 3. How has Michael Jensen's position on stock options changed over time? 4. How important is cash compensation in comparison with various types of equity? 5. Do you feel the new SEC rules on executive pay will improve corporate governance practices? Explain. 6. Do stock options properly motivate senior executives? 7. How are compensation consultants kept separate from management? 8. Is restricted stock a useful alternative for stock options? 9. What are the advantages and disadvantages of re-pricing stock options? 10. How should members of Board of Directors be compensated by new start-up companies and mature businesses? 11. Should shareholders be permitted to approve compensation for executives? 12. What can be done to control CEO's compensation packages? 13. What are the advantages and disadvantages of stock option "reload" provisions that exist in many stock option programs? 14. What can be done by compensation committees to ensure shareholders that stock options are being properly utilized to encourage management to create above market returns for the firm's shareholders? 15. What can be done to "rein in" executive compensation?
APRIL 5
Case: Executive Compensation (case to be determined)
Enron: Innovation Corrupted Speaker: William Powers, President, The University of Texas at Austin, and former Director of Enron Reading Assignments: 1. Company Man to the End, After All, NYT, February 9, 2003 2. Deception, or Just Disarray, at Enron? NYT, June 8, 2003 3. Enron Partners In Crime, Fortune, October 27, 2003 4. Enron Partners In Crime, Part 2, Fortune, October 27, 2003 5. The Last Days of Enron, NYT, March 13, 2005 6. Justices Overturn Criminal Verdict in Andersen Case, NYT, June 1, 2005 7. His Decade of Chasing Skilling, WSJ, June 7, 2005 Focused Questions: 1. What is the primary thesis of Mr. Lay’s defense in the Enron case? 2. Did Enron’s Board of Directors fail in its responsibilities? 3. What was the crescendo event in the Enron case?
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APRIL 12 Governance of a Family Enterprise Tom Hicks, Chairman and CEO, Hicks Holdings Reading Assignments: 1. Inside the World’s Weirdest Family Business, Fortune, October 16, 2000 2. Executive Life; When A Daughter Is Groomed For Chief, NYT, October 6, 2002 (B) 3. Do Families and Big Business Mix?, NYT, April 24, 2005 Focused Questions: 1. How is governing a family business different than governing a for-profit private or public company? 2. Are there any governance issues that are unique to sports businesses? Explain.
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 - 96509)\ 2. Working on Non-Profit Boards: Don’t Assume the Shoe Fits (HBR Nov.-Dec. 1999 - 99608) 3. The High and Low Notes of Nonprofit Board Service, CBM, Summer 1999 (A)
Focused Questions: 1. What are the differences between governing a for-profit and a not-for-profit organization?
APRIL 19
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. Support Wanes For Reporter In CIA Leak, WSJ, October 24, 2005 4. Publishers Say Fact-Checking Is Too Costly, WSJ, January 20, 2006 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.
14 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? 4. How much "fact checking" should a publisher be expected to do? 5. How should a CEO respond to the media concerning a crisis in his or her company? 6. Should a CEO be proactive with the media? 7. When should a CEO not take a call from the media? 8. What is meant by "off the record" and "for background only?"
APRIL 26 Corporate America in the 21st Century Speaker: Tom Meredith, CEO of MFI Capital and former CFO of Dell Reading Assignments: 1. The Great Transition, HBR, October 2003 2. The Real New Economy, HBR, October 2003 3. Leading Change When Business is Good, HBR, December 2004 Focused Questions: 1. What are the risks and opportunities in doing business in China? 2. What factors have driven the new economy? Will these drivers have the same impact in the 21st Century? 3. What was Sam Palmisano trying to accomplish at IBM when he announced IBM's new "values" in 2003?
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. Why Entrepreneurs Don’t Scale, HBR, December 2002 3. It's All Relative, WSJ, November 29, 2004 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 can a family avoid the inherent pitfalls of a loan to a family member? 4. 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? 5. What are the real costs for a firm when it "goes public?" 6. How does a young public company attract directors? 7. Why are some entrepreneurs more successful than others?
15 MAY 3 Exam in class CBM – Corporate Board Magazine WSJ – Wall Street Journal NYT – New York Times HBR – Harvard Business Review BW – Business Week