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Michael Stoff, Director 305 East 23rd St, CLA 2.102, (G3600) Austin, TX 78712-1250 • 512-471-1442

Spring 2004

T C 325 • Corporate Governance

Unique Days Time Location Instructor
39633 TH
5:00 PM-9:00 PM
utc 4.124

Course Description

Senior executives – CEO’s and their business unit, functional and regional direct reports – must consistently balance their time between achieving quarterly performance targets and building strong companies that can sustain above market financial performance in the future. As the business environment grows more complex, senior executives have to simultaneously manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, deal with issues of corporate governance and succession planning, and learn to navigate through potential public relations disasters. In addition, regardless of the size of a company, the senior management team must continually grapple with the question of how to allocate resources to competing programs and disciplines in support of the corporate strategy. This course will examine the roles and responsibilities of organizational leadership in a wide variety of settings – large and small companies, startups and established century old companies, global and single country/region companies and non-profit entities – as all organizations face slightly different versions of the issues discussed above. 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. After the guests have completed their presentations, the class will focus on in-class discussion of assigned reading material or a Harvard case. The individuals that will be invited to class will include 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. The class will be divided into teams that will focus on the following companies: HealthSouth, Global Crossing, WorldCom, Tyco, Adelphia, and Quest. The topics the team will investigate include, among others: (1) The historical development of the firm, (2) The culture within the organization, (3) The role and activities of the Board of Directors and its committees, (4) Competitive environment, (5) Succession management, (6) The political and regulatory environments, (7) Current and future business strategies, (8) The employee stock ownership program, and (9) Union management relations.

About the professors: Shelby H. Carter, Jr. is a distinguished alumnus of The University of Texas at Austin and has been a member of the Marketing Department since 1986. Prior to that, Mr. Carter held various marketing and management positions with IBM and then served as Corporate Vice-President and President of Xerox US Operations. He has founded several companies, three of which went public. Mr. Carter currently serves on several public and private boards. 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 (1992-2000). Dr. Cunningham serves on a number of public and private corporate boards including Southwest Airlines, Jefferson-Pilot Corporation, John Hancock Mutual Funds, Introgen Therapeutics, LIN Television, and Hayes Lemmerz.

Grading Policy

Class Participation one-third of course grade Case Assignments one-third of course grade Take-home examination one-third of course grade


To be assigned and made available on class website.


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