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Corporate Governance
Last Updated: 2026-06-01 11:31:20
Abstract
Corporate Governance explores the intrinsic conflicts of interest in modern corporations, their impact on economic outputs, and the history of related scandals. The course discusses governance improvements, capital market developments, and ESG-focused reforms. It discusses mechanisms to align the interests of managers, shareholders, and other key stakeholders.
Objective
After taking this course, students will be able to: • Analyze the complex spectrum of incentives facing different stakeholders in modern corporations, utilizing real-world mini-case studies to understand how these incentives can sometimes be dysfunctional. • Gain a robust theoretical and practical understanding of how corporate democracies function and the dynamics of capital markets, equipping them with the knowledge to navigate and influence these environments effectively. • Assess and critique the current incentive structures within corporations, drawing on a variety of academic and professional sources to understand the challenges and solutions proposed in the field of corporate governance. • Conduct their own empirical research on corporate governance topics, applying methodologies and insights from both established and recent scholarly papers, thus developing skills necessary for academic and applied research in this area. • Integrate concepts of sustainability and ESG (Environmental, Social, and Governance) factors into their understanding of corporate governance, recognizing the growing importance of these elements in shaping modern business practices and regulations. This comprehensive skill set will enable students to critically engage with and contribute to discussions and developments within the field of corporate governance, preparing them for roles that require nuanced understanding of corporate structures and stakeholder interactions, including corporate acquisitions, security design, and management compensation.
Content
Target Audience This course is designed for advanced master's students who have professional experience and a strong interest in finance, top management, and critical aspects of modern corporations. Prerequisites Students should have a solid understanding of foundational concepts in corporate finance and financial economics, including: • Discounting and compounding • Time value of money • Net present value rule for investment projects • Key characteristics of stocks and bonds • Foundations of modern portfolio theory • Capital Asset Pricing Model (CAPM) • Black-Scholes option pricing formula • Capital structure theories Course Content The course explores the conflicts of interest among various stakeholders in modern corporations, such as shareholders, management, bondholders, suppliers, customers, employees, governments, local communities, the environment, and society at large. Through case studies and empirical analysis, the course examines the detrimental effects of poor governance structures and their costs to both shareholders and other stakeholders. It discusses: • Theoretical and empirical aspects of management compensation • The roles and the characteristics of boards of directors, including CEO retention decisions • The impact of different investor types and ownership structures on the well-functioning of corporate democracies and the market for corporate control • The importance of voting rights in contrast to traditional views of stock as merely cash-flow rights Course Structure (subject to changes) 1. Introduction 2. Consequences of Poor Governance 3. Empirical Methods in Corporate Governance Research 4. Monetary Incentives 5. The Board of Directors 6. The CEO Retention Decision 7. Ownership & Control 8. Shareholder Voting 9. The Hostile Acquisition Threat 10. Firms vs. External Stakeholders References No textbook is required for this course. For further reading, students may refer to: • Becht, Marco, Patrick Bolton, and Alisa Röell (2003): "Corporate Governance and Control" in Handbook of the Economics of Finance, Vol. 1a - Corporate Finance, Editors: George M. Constantinides, Milton Harris, and René M. Stulz, North-Holland. • Shleifer, A., and R. Vishny (1997): "A Survey of Corporate Governance", Journal of Finance 52(2), 737-783. Multimedia supplements, including screencasts and short video clips, will support key topics. Course Deliverables • Active participation in class discussions • Group presentations • A 60-minute written exam, which will serve as the basis for grading.
General Information
- Language
- English
- Levels
- NDS
- Frequency
- Yearly recurring
Examination
- Type
- end-of-semester examination
- Mode
- written 60 minutes
- Aids
- A non-programmable calculator (+/-/*/÷) and one A-4 cheat-sheet (written or printed on both sides)
Registration & Places
- Max Places
- 60
- Signup End
- 07.09.2025
Course Components
| Type | Title | Time & Place | Hours |
|---|---|---|---|
| lecture with exercise |
Corporate Governance
Three-day course.
Thursday: 09:15-18:00; Friday: 09:15-16:00; Saturday: 09:15-16:45.
|
|
24 h semesterly |
Offered In
-
MAS in Management, Technology, and Economics (MAS MTEC Einführungsveranstaltung für Studierende im 1. Semester: Freitag, 12.09.2025, 09.00 -17.30, LEE E 101)
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