Corporate Governance Course

COURSE DESCRIPTION

This is a slightly different version of the course outline I published sometime ago and which can be found here. The focus here is more on young and entrepreneurial firms - including those from emerging markets - rather than more mature businesses.

Who Should Take this Course

Corporate governance is frequently reduced to compliance and box ticking. This course will show you that corporate governance is more than this and that it can be used proactively to create value.

This course is aimed at three different constituencies. First, it is aimed at budding entrepreneurs who want to know more about designing the governance of their ventures in view of ultimately going public. Second, it is also aimed at those who aspire to a career as a non-executive director. Finally, the course should also be of interest to investors and other parties interested in how corporate control, ownership and governance vary across the world.

Course Overview

This course aims to introduce you to recent developments in the theory and practice of corporate governance. The course starts by reviewing the conflicts of interests from which corporations may suffer, considering their control and ownership as well as the institutional and legal environment. The course proposes ways of mitigating such conflicts of interests. It also questions the simplistic view of the corporation as a device for creating solely value for its shareholders. For once, there is growing pressure on corporations – from both society at large and some professional investors – to be socially responsible. In addition, the course reviews leading edge topics in corporate governance, including corporate governance issues pertaining to young ventures and firms that are about to go public as well as behavioural issues at the board level. Importantly, the course adopts an international perspective by comparing the main corporate governance systems across the world.

LEARNING OBJECTIVES

On completion of the module you should be able to:

1. Evaluate the current state of corporate governance in an international context
2. Describe differences in corporate control and managerial power across the world
3. Assess the potential conflicts of interests that may arise in various corporate governance environments
4. Understand the main roles of the board of directors and issues pertaining to board composition and board gender balance
5. Critically evaluate the effectiveness of the main corporate governance mechanisms and their impact on firm value
6. Explain the potential consequences of weak corporate governance as well as behavioural biases on corporate decision making and firm value
7. Analyse the importance and development of corporate social responsibility and socially responsible investment
8. Differentiate the corporate governance needs of a young venture from those of a more mature business
9. Discuss how firms from weak corporate governance systems can improve their access to capital by cross-listing in a better system

SYLLABUS

1. Defining corporate governance and key theoretical models
2. Corporate control across the world
3. Control versus ownership rights
4. Taxonomies of corporate governance systems
5. Boards of directors
6. Incentivising managers
7. Corporate governance regulation in an international context
8. Corporate governance in initial public offerings and cross-listings
9. Behavioural biases and corporate governance
10. Corporate social responsibility and socially responsible investment

READING LIST

The main reading and textbook for this module is:

Goergen, M. (2018), Corporate Governance. A Global Perspective, Andover: Cengage, ISBN 978-1-4737-5917-6.

PROGRAMME

Session 1

Defining corporate governance and key theoretical models

B.C.: Goergen (2018), chapter 1

Sessions 2-3

Corporate control across the world

Control versus ownership rights

B.C.: Goergen (2018), chapters 2-3

Session 4

Identifying ownership, control and special shareholder rights for a case company

Material will be made available in advance of the session

          

Sessions 5-6

Taxonomies of corporate governance systems

B.C.: Goergen (2018), chapter 4

Sessions 7-9

Boards of directors

Incentivising managers

B.C.: Goergen (2018), chapters 7-8

Sessions 10-11

Corporate governance regulation in an international context

B.C.: Goergen (2018), chapter 6

Session 12

Corporate governance in initial public offerings and cross-listings

B.C.: Goergen (2018), chapters 10-11

Session 13

Behavioural biases and corporate governance

B.C.: Goergen (2018), chapter 12

Session 14

Behavioural experiments

Session 15

Corporate social responsibility and socially responsible investment

B.C.: Goergen (2018), chapter 13

ADDITIONAL COURSE RESOURCES

Websites

·        Prof. Marc Goergen’s blog:

http://profmarcgoergen.com/

·        European Corporate Governance Institute (ECGI):

http://www.ecgi.global/)

A free, extensive library covering most national and international codes of corporate governance can be found on the website of the European Corporate Governance Institute (ECGI): http://ecgi.global/content/codes 

·        Andrei Shleifer’s publications and dataset website:

http://scholar.harvard.edu/shleifer/publications  

·        Social Sciences Research Network:

http://www.ssrn.com/