Master-Modul: International Coporate Governance

Description:

In this course, conflicts of interest within the firm will be analyzed and mechanisms to mitigate these problems discussed. In the first part of this module, special emphasis will be on the principal agent problem, financing under asymmetric information and ownership structure. Students should develop an understanding of important issues in corporate governance and of its relevance in a social, political, and economic context. The focus of the second part of this module will be on shareholder activism, executive compensation, the role of the board of directors, corporate social responsibility and behavioral corporate governance. The third part deals with the general setting with regard to Corporate Governance in important western industrial nations. Thereby, the lecture is focussed on significant legal and non-legal (e.g. best-practice rules) frameworks. As a second part, the lecture outlines the meaning of Compliance Management and presents the development and implementation of a Compliance Management System.

Learning outcomes:

By the end of this course, students should be able to:

1. Contrast the different definitions of corporate governance

2. Critically review the principal-agent model

3. Describe differences in corporate control across the world

4. Explain the reasons why control may be different from ownership

5. Compare the main classifications of corporate governance systems

6. Assess the effectiveness of the different corporate governance mechanisms, such as for example the board of directors

7. Critically assess the empirical evidence on the importance and effectiveness of various corporate governance mechanisms

Contents:

International Corporate Governance I (2 SWS, 4 LP)

1. Introduction

2. Principal-Agent Problem

3. Financing under Asymmetric Information

4. Ownership and Control

4.1. Ownership structure and corporate control

4.2. Ownership structure as corporate governance mechanism

4.3. Family firms

5. Shareholder Activism

International Corporate Governance II (2SWS, 4 LP)

6. Board of Directors

7. Executive Compensation

8. Leverage and Payout

9. Corporate social responsibility

10. Behavioral Corporate Governance

International Corporate Governance III (2SWS, 2LP)

This lecture is part of the module “International Corporate Governance” and deals with the general setting with regard to Corporate Governance in important western industrial nations. Thereby, the lecture is focussed on significant legal and non-legal (e.g. best-practice rules) frameworks. As a second part, the lecture outlines the meaning of Compliance and presents the development and implementation of a Compliance Management System.

Literature:

• Goergen, M., 2012, International Corporate Governance, Prentice Hall.
• Larcker, D. and B.Tayan 2015, Corporate Governance Matters, Pearson Education, London.
• Shleifer,A. and Vishny, R., 1997, A survey of corporate governance, Journal of Finance 52, pp. 737-784.
• Bebchuck, L.A. and Weisbach, M.S., 2010, The state of corporate governance research, Review of Financial Studies23, pp.939-961.
• Malik, Mahfuja, 2015, Value-Enhancing Capabilities of CSR: A Brief Review of Contemporary Literature, Journal of Business Ethics 127, Issue 2, pp419-438.
• References (required and supplementary) will be provided at the end of each set of lecture notes.