Corporate Governance for New Ventures - Course Outline

This is an updated version of my 2019 course outline, which can be found here. All of the practical cases can be obtained from Harvard Business Publishing.

COURSE DESCRIPTION

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. The course will also show you that the optimal corporate governance arrangements vary across firms: What may be optimal for a mature firm may not work for an early venture, and vice-versa.

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, with special emphasis on corporate governance issues pertaining to young ventures and firms that are about to go public. Importantly, the course adopts an international perspective by comparing the main corporate governance systems across the world.

EMPLOYABILITY

Since the first codes of best practice in corporate governance emerged during the 1990s, corporate governance has been constantly on the agenda. Corporate governance affects what can and cannot be done within and by an organisation. In turn, the actions and decisions of an organisation also affect its corporate governance. This makes corporate governance a vital part of any organisation. In addition, investors and stock market authorities value companies with strong governance. Hence, knowledge about corporate governance is increasingly valued by employers. Such knowledge may also open up new career opportunities such as independent, non-executive directorships.

LEARNING OBJECTIVES

On completion of the course 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. Explain the potential consequences of weak corporate governance on corporate decision making and firm value
6. Comprehend investors’ expectations about corporate governance arrangements
7. Be aware of biases in human behaviour and how they may affect corporate governance
8. Analyse the importance and development of corporate social responsibility and socially responsible investment
9. Differentiate the corporate governance needs of a young venture from those of a more mature business
10. 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. Boards of directors
5. Behavioural biases and corporate governance
6. Corporate governance regulation in an international context
7. Corporate governance in initial public offerings and cross-listings
8. Corporate social responsibility (CSR) and socially responsible investment (SRI)

READING LIST

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

PROGRAMME

Session 1

Introduction
Defining corporate governance and key concepts
B.C.: Goergen (2018)

Session 2

Case discussion
P.C.: Battle for the Soul of Capitalism: Unilever and the Kraft Heinz Takeover Bid (A) (317127-PDF-ENG)

Sessions 3 – 4

Corporate control across the world
Control versus ownership rights
B.C.: Goergen (2018), chapters 2-3
Student presentations (Session 4): Identifying ownership, control and special shareholder rights for a case company

Session 5

Case discussion
P.C.: Magna International, Inc. (A) (211044-PDF-ENG)
P.C.: Magna International, Inc. (B) (211045-PDF-ENG)

Session 6

Board crisis simulation
P.C.: Board Crisis Simulation (BCS) (A) (IN1169-PDF-ENG)
P.C.: Board Crisis Simulation (BCS) (B) Profiles (IN1170-PDF-ENG)
B.C.: Goergen (2018), chapters 7-8

Session 7

Case discussion
P.C.: A Corporate Governance Breach at SingPost (SMU173-PDF-ENG)

Session 8

Boards of directors and behavioural biases
Simulations
No preparation required for the simulations and all material will be made available during the session
B.C.: Goergen (2018), chapter 12

Session 9

Student presentations: Corporate governance regulation in a country of your choice
B.C.: Goergen (2018), chapters 4 and 6; Padgett (2011), chapter 7

Session 10

Corporate governance in initial public offerings and cross-listings
B.C.: Goergen (2018), chapters 10-11; no equivalent chapters in Padgett (2011)

Session 11

Case discussion
P.C.: Alibaba Goes Public (A) (115029-PDF-ENG)

Session 12

Case discussion
P.C.: The Uber Board Deliberates: Is Good Governance Worth the Firing of an Entrepreneurial Founder? (CU242-PDF-ENG)

Session 13

Corporate social responsibility (CSR) and socially responsible investment (SRI)
B.C.: Goergen (2018), chapter 13; Padgett (2011), limited coverage in chapter 4

Session 14

Case discussion
P.C.: Dieselgate – Heavy Fumes Exhausting the Volkswagen Group (HK1089-PDF-ENG)

Session 15

Final exam