Corporate Governance

About the Course

This course on Corporate Governance provides a practical guide to the responsibilities of directors at businesses – in both the dispersed shareholder model where public shareholders elect the board to hold management accountable, and in the control shareholder model where the board and management are chosen by a family, government or financial institution.

The course begins by examining the board’s responsibilities in operating the business—setting overall strategy, choosing a CEO and overseeing its financial reporting. Next, it will review the board’s role in raising capital for a new or growing business, and in setting executive compensation including stock awards and cash bonuses. Finally, it will analyze the role of the board in situations involving changes in control – hostile bids in contested takeovers and campaigns by activist hedge funds.

The course will be based primarily on actual case studies together with supplemental materials from current articles and applicable regulations. It will focus on the role of the board committees – nominating, audit and compensation – where much of the work of the board is actually done.
 

About the Instructor

Bob Pozen is a Senior Lecturer at the MIT Sloan School of Management, and a non-resident Senior Fellow at the Brookings Institution. He is a former president of Fidelity Investments and executive chairman of MFS Investment Management. He has extensive experience in business, government and journalism. Bob was executive chairman of MFS Investment Management from 2004 to 2011; during this period, the assets of MFS more than doubled from a starting point of $130 billion.
 

From 1987 through 2001, he served in various positions at Fidelity Investments. During his tenure as President of Fidelity Management and Research, from 1997 thru 2001, the assets of the Fidelity Funds rose from $500 billion to $900 billion.
 

Bob served as Associate General Counsel of the SEC in the late 1970s, and Chairman of the SEC's Advisory Committee on Financial Reporting in 2007-2008. He was a member of the President's Commission to Strengthen Social Security, and served as Secretary of Economic Affairs under Massachusetts Governor Mitt Romney.
 

Bob has taught at Georgetown and NYU as well as Harvard and MIT. He has published seven books, mainly on financial issues. His latest book, Extreme Productivity: Boost Your Results, Reduce Your Hours, was #3 on Fast Company’s list of best business books for 2012. In addition, he often writes editorials for the Financial Times, The Washington Post, and The Wall Street Journal.
 

Bob is an outside director of Medtronic, Nielsen, and AMC (a second-tier subsidiary of the World Bank). He is also on the governing board of several non-profit organizations. He received the 2011 Fund Action Lifetime Achievement Award for his work in the mutual fund industry.
 

Bob graduated summa cum laude from Harvard College, and obtained a law degree from Yale Law School where he was a member of the editorial board of the Yale Law Journal. He also received a doctorate from Yale Law School for a book he wrote on state enterprises in Africa.