COURSE INFORMATION

Course Number: MGT 840 E1 Course Title: Corporate Governance EMBA Elective Term and Year: Fall 2018 Class Meeting Time, Day: Thursdays, 6:00-9:00PM Classroom 4400 Course Support: Alexandra Rhodes ([email protected]) & Cassidy Rhodes ​ ​ ([email protected]) ​ ​

CONTACT INFORMATION

Faculty TA(s) Name: Jeffrey Sonnenfeld Name: Vito Errico ​ Office Location: 1504 E-mail Address: [email protected] ​ Telephone Number: 203-432-5955 E-mail Address: [email protected] Name: Ahmad Eshghyar ​ ​ Email Address: [email protected] ​ Please copy [email protected] and ​ ​ [email protected] on all correspondence. Name:Grant Silow ​ ​ Email Address: [email protected] ​

TEXTBOOKS AND RECOMMENDED/REQUIRED READINGS

Textbook(s): No textbook required. ​ ​

Required Readings: Firing Back, How Great Leaders Rebound After Career Disasters, Sonnenfeld and Ward ​ (ISBN: 1-59139-301-9) Hero’s Farewell, What Happens When CEOs Retire, Sonnenfeld ​ (ISBN: 0-19-505091-6)

The syllabus will be posted on Canvas with files and links to all required readings. It will be updated regularly. Please note: readings and guests listed are subject to change. Please check the syllabus on Canvas daily for updates.

SOFTWARE USED

None

COURSE DESCRIPTION AND OBJECTIVES

Course Description: The class will draw upon a wide array of scholarly, managerial, and periodical publications ​ as well as video clips and distinguished expert class visitors each week. Course Objectives: This course will examine the leadership oversight of business enterprises with consideration ​ ​ of their corporate mission, strategic direction, board processes, and management roles. The classes will consider the purpose of corporate organization, board structures, investor relations and shareholder voice, board culture, CEO board relations, leadership succession firm performance, crises and adversity, societal impact on different constituencies. Students will appreciate varied internal and external perspectives on how good governance ensures the character and contribution of enterprises. This should help students anticipate their own ways of communicating with board as managers as well as different roles they can assume when joining boards to maximize their positive impact.

COURSE REQUIREMENTS AND SPECIFIC GRADING POLICY

Course Requirements Attendance and Participation All classes 100% Please see the Yale SOM Grading Policy at http://portal.som.yale.edu/page/grading-policy ​

DESCRIPTIONS OF ASSIGNMENTS/PROJECTS

Project Paper: N/A ​

Problem Sets: N/A ​

YALE SOM POLICIES

Please see the Yale School of Management Bulletin at http://www.yale.edu/printer/bulletin/htmlfiles/som/m.b.a.-for-executives-program.html or “SOM Policies” link ​ on the left navigation bar for information.

Laptop/Device Policy Usage not allowed without the express permission of the instructor.

DETAILED OUTLINE OF CLASS SESSIONS Class 1, August 30: Theory and Function of the Corporation CONFIRMED GUESTS: ​ Holly Gregory, Partner, Sidley Austin LLP ​ Stephen Davis, Associate Director of the Harvard Law School Programs on Corporate Governance and ​ Institutional Investors, Senior Fellow at the Program on Corporate Governance.

READINGS: ● Chapter 1 and 3 of: “What They Do With Your Money: How the Financial System Fails Us and ​ How to Fix It” by Stephen Davis, Jon Lukomnik and David Pitt-Watson. (In Canvas Files) ​

● Chapter 3: The Future Corporation of The New Capitalists: How Citizen Investors Are ​ Reshaping the Corporate Agenda” by Stephen Davis, Jon Lukomnik, David Pitt-Watson. (In ​ Canvas Files)

MGT 860 Corporate Governance Page 2 ​ ○ Discusses the relationship among investors, corporate managers, and Boards of directors. He posits 10 rules for good governance and discusses 3 forces for constraining the corporation from doing harm unto society. 25 pages total. ● Jeffrey Sonnenfeld, Introducing the Watchdogs for Corporate Governance The Wall Street ​ ​ Journal ● Jeffrey Sonnenfeld, Mindless Metrics, Academy of Management Executive (In Canvas Files) ​ ​

Class 2, September 13: Board Structure, Board Process and Board Composition

CONFIRMED GUESTS: ​ Ray Gilmartin, Former President and CEO of Merck & Co, Inc ​ ​ ​ Janice Ellig, Chief Executive Officer, Ellig Group ​ Valerie Palmieri, Chief Executive Officer, Vermillion ​ James F. Reda, Managing Director and Practice Leader, Executive Compensation, Gallagher HRCC ​

READINGS: ● Chapter 5: Boards of Directors: A New Accountability of “The New Capitalists: How Citizen ​ ​ ​ Investors Are Reshaping the Corporate Agenda” by Stephen Davis, Jon Lukomnik, David Pitt-Watson (In Canvas Files) ​ ○ Discusses the traditional structure of Boards of directors and offers the ‘3 I’s’ of information, influence, and incompetence as key factors in forestalling governance failures. ● Jeffrey Sonnenfeld, What Makes Great Boards Great, Harvard Business Review ​ ​ ​ ● Jeffrey Sonnenfeld, Theranos Teaches Silicon Valley a Hard Lesson About Accountability, ​ ​ Washington Post ● Jeffrey Sonnenfeld When An Empty Board Slot Is Dangled Before You, Look Before You Leap, ​ ​ Corporate Board Member ● Scott Allen, Final Update on the CEO Pay Ratio: Here’s What You Should Know Before the 2019 ​ ​ Proxy Season ● Jena McGeregor, Why companies may be sharing more about a CEO’s health, The Washington ​ ​ ​ Post ● David A. Katz and Laura A. McIntosh Corporate Governance Update: Gender Diversity and ​ Board Quotas (in Canvas Files) ​ ● James F. Reda, Executive Compensation and Stock Buybacks: The Pros and the Cons (in Canvas ​ ​ Files)

Class 3, September 27:CEO Board Relations - Succession/ Strategic Engagement

CONFIRMED GUESTS: ​ Elise Walton, Senior Partner, CLG ​ MGT 860 Corporate Governance Page 3 ​ Bill George, Former Chairman & CEO, Medtronic ​ Steve Lipin, Founder, Chairman & CEO, Gladstone Place Partners ​ John Driscoll, CEO, Carecentrix ​

READINGS: ​ ● Jeff Sonnenfeld, The Hero’s Farewell, Chapters 3,4, 5 (pgs 72-79), and 12. ​ ​ ​ ​ ● Jeffrey Sonnenfeld, Melanie Kusin, Elise Walton What CEOs Really Think of Their Boards, Harvard ​ ​ ​ Business Review ● Jeffrey Sonnenfeld, CEO Exit Schedules: A Season to Stay, A Season To Go, FORTUNE ​ ​ ​ ● Roger Dean Duncan, Discover Your True North, Forbes ​ ​ ● CNBC, Former CEO of large multinational: Trump's trade war will raise prices for consumers and ​ ​ could trigger a recession ● CNBC, Tesla's real problem isn't its shareholders ​ ​ ● CNBC, Senator Elizabeth Warren’s proposal to remake American capitalism is flawed at its core ​ ​ ● Bill George, The Truth About Authentic Leaders, Harvard Business School Working Knowledge ​ ​ ​ ● Bill George, Op-Ed: What Mark Zuckerberg Can Learn About Crisis Leadership from Starbucks Harvard ​ ​ Business School Working Knowledge

Class 4, October 11: Governance & Societal Impact ​ ​

CONFIRMED GUESTS: ​ Matt Moscardi- Senior Analyst and Head of Sector Research, MSCI ESG Research ​ Brad Gentry, Senior Associate Dean of Professional Practice; Professor in the Practice; Co-Director of ​ the Center for Business & the Environment at Yale; Director of the Research Program on Private Investment and the Environment Todd Cort, Lecturer in Sustainability at Yale School of Management, Faculty Co-Director at Yale Center ​ for Business and the Environment Michelle Edkins Managing Director, Blackrock ​

Readings: ● Vanessa Fuhrmans, Julie Steinberg, Difficult Conversation: When the Harraser is a Client, Wall ​ ​ ​ Street Journal ● Jeffrey Sonnenfeld, CEOs Revolted Against Trump Now Comes the Hard Part, The New York ​ ​ Times, ● Jeffrey Sonnenfeld, Ken Frazier: The Strongest Man in the World, FORTUNE ​ ​ ​ ● Jeff Sonnenfeld, CEOs Need ESP for ESG, Chief Executive ​ ​ ​ ● George Serafeim, The Role of a Corporation in Society: An Alternative View and Opportunities for ​ Future Research, Harvard Business School ​ ​ ● Jeffrey Sonnenfeld, ATT Novartis CEOS Wise to Take Responsibility, Chief Exeecutive ​ ​ ​

MGT 860 Corporate Governance Page 4 ​ Class 5, October 25: Corporate Resilience: Crisis Response and Cyber Security

CONFIRMED GUESTS: ​ Vivek Wadhwa, Distinguished Fellow, College of Engineering Carnegie Mellon University Silicon ​ Valley (Virtual) Father Manuel Dorantes, Strategic Advisor, Vatican Secretariat for Communication ​ Bill Roberti, Managing Director, Alvarez & Marsal ​ Scott Shapiro, Charles F. Southmayd Professor of Law and Professor of Philosophy ​ ​

READINGS: ● Jeffrey Sonnenfeld and Andrew Ward, FIRING BACK, Chapter 1,2, 12 ​ ​ ● Jeffrey Sonnenfeld The Buck Stops Where? Corporate Board Member ​ ​ ​ ● Jeffrey Sonnenfeld, How Wells Fargo's CEO Could Have Avoided His Senate Belly Flop, ​ ​ FORTUNE ● Jeffrey Sonnenfeld, Brenda Lee Zuckerberg is Sorry, CHIEF EXECUTIVE ​ ​ ​ ● Stephen Marche, “Why the US is So Susceptible to Social Media Distortion,” The New Yorker ​ ​ ​ ● Ron Lieber and Stacy Cowley, Trying to Stem Fallout From Breach, Equifax Replaces C.E.O. ​ ​ ​ ​ New York Times ● Tara Siegel Bernard and Stacy Cowley, Equifax Breach Caused by Lone Employee’s Error, Former ​ C.E.O. Says, New York Times ​ ​ ● Jody Westby, Instead Of A Real Response, Perennially Hacked Sony Is Acting Like A Spoiled ​ Teenager FORTUNE ​ ​

Class 6, November 8: Who’s Performance Objectives: Time Frame Activists

CONFIRMED GUESTS: ​ Mark Wiseman, Senior Managing Director, Blackrock ​ Joele Frank, Managing Partner, Joele Frank, Wilkinson Brimmer Katcher ​ Bill Anderson, Senior Managing Director, Evercore Partners ​ Blair Effron, Partner, Centerview Partners ​

READINGS: ● James B Stewart, Hedge Funds Should Be Thriving Right Now. They Aren’t, New York Times ​ ​ ​ ● Lindsay Fortadom Investing: activism enters the mainstream, Financial Times ​ ​ ​ ● Wall Street Journal Video, CEO Test: How CEOs deal with Activist Investors. ​ ● Fox Business Video, Nelson Peltz’ Actions with Proctor and Gamble. ​ ● David Benoit and Joann Lublin, “For Activist Investors, Board Power Depends on Where You Sit, ​ Wall Street Journal ● David Beatty. “How Activist Investors Are Transforming the Role of Public-Company Boards.” ​ ​ McKinsey Online ● Dan Burrows. “Warren Buffett: Why Index Funds Trump Hedge Funds,” Kiplinger Online ​ ​ ​

MGT 860 Corporate Governance Page 5 ​ ● Jeff Cox, “Hedge Funds Are Beating the Market for the First Time in 10 Years,” CNBC Online, ​ ​ ​ ​ ● Lucian A. Bebchuk, Alon Brav and Wei Jiang, “The Long-Term Effects of Hedge Fund Activism” ​ ​ NBER Working Paper No. 21227, June 2015

The instructor reserves the right to modify and/or change the course syllabus as needed during the course. ​

MGT 860 Corporate Governance Page 6 ​