, CONTENTS
Letter from the authors to instructors……………………………………………………...............3
Ideas to structure the course……..………………………………………………………………...6
Sample syllabi……………………………………………………………………………………..8
Test Bank Questions and Answers
Chapter 1…………………………………………………………………………………………11
Chapter 2…………………………………………………………………………………………13
Chapter 3…………………………………………………………………………………………15
Chapter 4…………………………………………………………………………………………18
Chapter 5…………………………………………………………………………………………21
Chapter 6…………………………………………………………………………………………23
Chapter 7…………………………………………………………………………………………25
Chapter 8…………………………………………………………………………………………27
Chapter 9…………………………………………………………………………………………29
Chapter 10…..……………………………………………………………………………………31
Chapter 11..………………………………………………………………………………………34
Power Point Slides………………………………………………………………………………
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, LETTER TO INSTRUCTORS
Welcome to the third edition of Corporate Governance! This manual offers general advice to
instructors and an overview of the textbook, ideas on how this course can be taught, sample
syllabi, a test bank, and copies of PowerPoint slides that come with the second edition. If you
don’t have the slides in electronic version, then you can get them directly from Pearson
Education or by contacting one of us at kk52@buffalo.edu, john_nofsinger@wsu.edu or
dmohr@buffalo.edu. But first, here is some general advice and information about the textbook
and supplementary materials.
Some simple advice: Read the textbook. Each chapter only takes 30-40 minutes to read. This
way, you will be able to use PowerPoint lecture slides with confidence. Even if you have only a
very basic understanding of corporate governance, the textbook’s material will be pretty easy for
you to grasp.
Another piece of advice: Let the students do most of the work. This course primarily should be
an interactive and/or discussion course. Students like to talk. Let them. You can introduce the
material by using the PowerPoint slides, but then afterwards, let the students take over. There
are several ways that students can take over. We have outlined them in these pages. If you
follow our advice, then this should be a really easy course for you to teach, you should get good
teaching evaluations, the students will get a lot out of it, and we are pretty sure that you will also
learn a lot from the students.
About the textbook and its chapters: Each chapter covers a different topic related to corporate
governance. Of all of the corporate governance books out there, ours has the most breadth. We
cover numerous aspects of both internal and external governance. Each chapter is also self-
contained. After the first chapter, you can present chapters in any order that you wish, without
having to worry about disruption to flow.
About the PowerPoint slides: The slides were initially made by graduate students. Then, we
improved on them. Then, we used them ourselves and we improved on them even further.
However, the slides are not thorough in the sense that they do not contain a script for you to read
along to. They merely contain bullet points to jog your memory or to guide your lecture. When
you first see the slides, you might think that they are insufficient to lecture from, but if you read
the chapter before-hand, such as the day before lecture, then you will find that these slides
provide just enough information to facilitate the lecture. As you show the slides, you can simply
read each bullet and then say whatever you want about it. Our personal experience is that each
chapter’s slides take about 35-40 minutes to cover. Alternatively, you could simply have the
students give these lectures (using our slides or having them make their own). We’ve done this
too, and it works well.
About end-of-chapter “Review Questions”: These questions are simple and straight-forward.
They are merely for the students to answer on their own time. No need to touch on them. The
answers to these questions are contained in the chapter. The purpose of these questions is to let
the students know, from the textbook’s point of the view, what the most important facts, ideas,
and concepts are that they were supposed to have gotten from reading the chapter. However,
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, these questions are not comprehensive such that knowing their answers does not suggest that
students have mastered the chapter’s materials. You can point this out to the students if you
wish.
About end-of-chapter “Discussion Questions”: There are no “right” answers to these
questions! They are for class discussion. The instructor can serve as moderator. Or, the
instructor can assign individual students to moderate discussion. If you do the latter, then you
should ask the student moderators to come to class prepared (i.e., they should think about the
questions thoroughly before coming to class). You could also assign these Questions as
homework and have students present their answers, and then open it up to the class for debate.
By the way, you will find that these are pretty thought-provoking questions.
About end-of-chapter “Exercises”: These should be done by the students outside of class time
and they should present their work in class. All of the exercises are do-able. Some are time-
consuming, but they are very worthwhile. These exercises are hands-on and they are real-world,
which are what most business school students desire. Students who do these exercises will get a
lot out of them. Students who see these exercises presented by other students will also get a lot
out of them. You will also be exposed to some interesting and useful information as well.
About end-of-chapter “Exercises for Non-U.S. Students”: If you are teaching this class
outside of the U.S., or to international students, then these represent excellent exercises for them
to learn about corporate governance in their own country. Even for classes in the U.S., you and
the students will probably find these exercises useful as well. U.S. students will of course
benefit from learning about corporate governance in different countries.
About the “Test Bank”: We had graduate assistants create most test bank questions (and first
and foremost we thank Karl-Heinz Benning in this regard). The test bank questions have all
been “tested.” Every question that appears in our test bank has been used on our own students
and in using them we also solicited comments on questions as well. We reviewed the students’
comments and have reworded the questions and/or possible answer to eliminate unintentional
ambiguity. However, as with all test banks, some questions may have one or more of the
following elements: (1) there may be more than one correct answer to a question, (2) a choice
that is incorrect may actually be correct under a specific circumstance or contrived condition, (3)
a question may be ambiguous or vague, and (4) a source other than the textbook may suggest a
different correct answer. Our responses to each of these potential criticisms are as follows: (1)
students should choose the one best answer, (2) students should answer the question as it is
asked, as introducing a contrived situation can make almost any wrong answer a correct answer,
(3) some questions are intentionally ambiguous or vague, but the more one studies the less
ambiguous and vague the question will be, and besides, questions with only one obvious correct
choice with all other choices being obviously wrong makes for a childish exam, college students
who read the chapters, actively participated in discussion, and honestly pondered the relevant
issues, should be able to weed through the abstraction of any question and recognize what is the
most correct answer, and (4) students should answer questions based on the textbook readings, as
your adoption of this textbook represents your advocating the book’s viewpoints, unless you
specifically state a contradictory opinion.
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