Master corporate governance and compliance legal frameworks
189
Sub Topics
517
MCQs
283
MCOs
430
True/False
226
Fill Blanks
80
Rearrange
207
Matching
118
Comprehensions
212
Flashcard Decks
Curriculum
What You'll Learn
01 Introduction to Corporate Governance 3 topics
1 Historical Development of Corporate Governance
- Origins and evolution
- Major corporate scandals and their impact
- Regulatory responses through history
2 Theoretical Frameworks
- Agency theory
- Stakeholder theory
- Stewardship theory
- Resource dependency theory
3 Corporate Governance Systems Worldwide
- Anglo-American model
- Continental European model
- Asian models
- Emerging market approaches
02 Legal Foundations of the Corporation 3 topics
1 Corporate Personality and Limited Liability
- Separate legal entity doctrine
- Piercing the corporate veil
- Benefits and limitations of limited liability
2 Corporate Constitution
- Articles of incorporation/association
- Bylaws and internal regulations
- Shareholder agreements
3 Corporate Purpose and the Corporate Objective
- Shareholder primacy vs. stakeholder theories
- Corporate social responsibility
- ESG considerations in corporate purpose
03 Regulatory Framework 3 topics
1 National Corporate Governance Codes
- Principles-based vs. rules-based approaches
- Comply-or-explain mechanisms
- Enforcement challenges
2 Securities Regulation
- Disclosure requirements
- Insider trading regulations
- Market manipulation prohibitions
3 Stock Exchange Listing Requirements
- Corporate governance standards for listed entities
- Specialized listing segments
- Delisting processes and governance implications
04 The Board of Directors 3 topics
1 Board Structure and Composition
- Unitary vs. dual board systems
- Executive and non-executive directors
- Independent directors requirements
- Diversity considerations
2 Board Duties and Responsibilities
- Strategic oversight
- Risk management and compliance
- Succession planning
- Crisis management
3 Board Committees
- Audit committee
- Nomination committee
- Remuneration committee
- Risk committee
- Special purpose committees
05 Directors' Duties and Liabilities 3 topics
1 Fiduciary Duties
- Duty of care
- Duty of loyalty
- Duty of good faith
- Duty to avoid conflicts of interest
2 Business Judgment Rule
- Legal standards and application
- Safe harbor provisions
- Judicial review of business decisions
3 Directors' Liability
- Personal liability scenarios
- Indemnification
- Directors and officers (D&O) insurance
- Statutory liability shields
06 Shareholder Rights and Responsibilities 3 topics
1 Voting Rights
- One share-one vote principle
- Multiple voting rights
- Non-voting shares
- Vote counting methodologies
2 Shareholder Meetings
- Annual general meetings
- Extraordinary meetings
- Notice requirements
- Proxy regulations
- Virtual meeting considerations
3 Shareholder Activism
- Institutional investor engagement
- Activist hedge funds
- Say-on-pay votes
- Shareholder proposals
07 Corporate Control Transactions 3 topics
1 Mergers and Acquisitions
- Board's role in M&A
- Takeover defenses
- Fairness opinions
- Deal protection mechanisms
2 Tender Offers
- Regulatory framework
- Mandatory offer requirements
- Squeeze-out rights
- Sell-out rights
3 Going Private Transactions
- Management buyouts
- Leveraged buyouts
- Special committee process
- Fairness considerations
08 Executive Compensation 3 topics
1 Compensation Design
- Fixed vs. variable compensation
- Short-term vs. long-term incentives
- Equity-based compensation
- Benchmarking practices
2 Regulatory Approaches
- Disclosure requirements
- Say-on-pay voting
- Clawback provisions
- Pay ratio disclosure
3 Compensation Governance
- Role of the remuneration committee
- Use of compensation consultants
- Conflicts of interest management
- Performance metrics selection
09 Risk Management and Compliance 3 topics
1 Enterprise Risk Management
- Risk identification and assessment
- Risk mitigation strategies
- Board oversight of ERM
- Risk reporting frameworks
2 Compliance Programs
- Elements of effective compliance
- Chief Compliance Officer role
- Compliance monitoring and testing
- Investigation protocols
3 Internal Controls
- Financial reporting controls
- Operational controls
- Technology controls
- Whistleblower mechanisms
10 Financial Reporting and Auditing 3 topics
1 Financial Disclosure Requirements
- Management discussion and analysis
- Non-GAAP measures
- Segment reporting
- Sustainability reporting
2 External Audit
- Auditor independence
- Audit committee oversight
- Audit rotation requirements
- Audit quality indicators
3 Internal Audit
- Organizational structure
- Scope of internal audit
- Reporting lines
- Three lines of defense model
11 Corporate Governance in Special Contexts 3 topics
1 Family-Owned Businesses
- Succession planning
- Family councils
- Professional management
- Family constitutions
2 State-Owned Enterprises
- Governance challenges
- Political interference
- Transparency requirements
- Privatization governance
3 Non-Profit Organizations
- Board composition
- Mission governance
- Stakeholder representation
- Accountability mechanisms
12 Corporate Social Responsibility and ESG 3 topics
1 Environmental Governance
- Climate change oversight
- Environmental risk management
- Sustainability strategies
- Environmental reporting
2 Social Responsibility
- Human rights due diligence
- Supply chain governance
- Community relations
- Diversity and inclusion governance
3 ESG Reporting Frameworks
- Global Reporting Initiative
- Sustainability Accounting Standards Board
- Task Force on Climate-related Financial Disclosures
- EU Non-Financial Reporting Directive
13 Technology and Corporate Governance 3 topics
1 Cybersecurity Governance
- Board oversight responsibilities
- Cyber risk assessment
- Incident response planning
- Disclosure of cyber incidents
2 Data Governance
- Data privacy compliance
- Data ethics frameworks
- AI governance
- Algorithmic accountability
3 Digital Transformation
- Digital disruption oversight
- Technology strategy governance
- Innovation governance
- Digital competence on boards
14 Corporate Governance Failures and Reforms 3 topics
1 Case Studies of Governance Failures
- Enron
- WorldCom
- Lehman Brothers
- Wirecard
- Theranos
2 Legislative Responses
- Sarbanes-Oxley Act
- Dodd-Frank Act
- EU Shareholder Rights Directive
- UK Corporate Governance Reforms
3 Future Trends in Governance Regulation
- Stakeholder capitalism legislation
- Climate risk disclosure requirements
- Board diversity mandates
- Technology governance regulation
15 Comparative Corporate Governance 4 topics
1 United States
- Federal vs. state regulation
- Delaware corporate law
- SEC oversight
- Corporate governance litigation
2 European Union
- EU Directives and Regulations
- National implementation variations
- European Company (SE) governance
- Cross-border governance issues
3 Asian Corporate Governance Models
- Japanese corporate governance
- Chinese corporate governance
- Indian corporate governance
- Southeast Asian approaches
4 Emerging Markets
- Ownership concentration issues
- Investor protection challenges
- Institutional weaknesses
- Governance development strategies
16 International Standards and Best Practices 3 topics
1 OECD Principles of Corporate Governance
- Key elements and application
- Country assessments
- Implementation challenges
2 International Corporate Governance Network
- Global governance principles
- Stewardship principles
- Cross-border voting guidelines
3 Global Governance Initiatives
- UN Global Compact
- Principles for Responsible Investment
- World Bank/IFC governance frameworks
- G20/OECD governance initiatives
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