Corporate governance concerns how corporations are directed, monitored, and controlled. Governance mechanisms influence managerial incentives, corporate decision-making, investor protection, firm performance, and long-term value creation. This graduate seminar introduces students to the major theories, institutions, and mechanisms of corporate governance, with emphasis on both academic research and practical corporate issues.
Rather than focusing solely on internal governance mechanisms such as boards and executive compensation, the course also examines external governance mechanisms, including product market competition, the market for corporate control, debt governance, institutional investors, and legal institutions. Students will discuss how these mechanisms complement or substitute for one another in disciplining managers and shaping corporate behavior.
This seminar emphasizes active learning through guided discussions, collaborative analysis of journal articles, and corporate case studies. While students are encouraged to preview assigned materials, substantial reading, analysis, and discussion will take place during class. The instructor will provide the conceptual framework necessary for students to engage critically with the literature and cases.