FIN 452: Corporate Governance

This course studies critical issues in corporate governance. It starts by defining corporate governance and looking at how different governance systems evolved around the globe. Special emphasis will be on corporate governance systems in the U.S. and Germany. We will analyze how new regulations (Sarbanes-Oxley and Dodd-Frank) emerged as a result of various corporate governance scandals (e.g., Enron). The second part of the course consists of an in-depth analysis of selected internal and external governance mechanisms. Examples are the board of directors and executive compensation contracts. We will also discuss various corporate governance case studies.
The course is on the undergraduate level. It will be based on academic research papers and students will work in teams to prepare their own case study on a particular company.

Learning outcomes
After participating in this course, students should be able to:

  • Describe the world’s main corporate governance systems, understand the differences among them and compare them to each other.
  • Distinguish between internal and external corporate governance factors and understand how they interact.
  • Identify the constituents of good and poor corporate governance.
  • Solve case studies in the field of corporate governance and apply knowledge to different cases.
  • Apply analytical and critical thinking skills when evaluating corporate governance problems and their solutions.

Necessary prerequisites
semester 4 or higher

Recommended prerequisites
Introductory course in corporate finance and econometrics is strongly recommended.

Forms of teaching and learningContact hoursIndependent study time
Lecture2 SWS7 SWS
ECTS credits3
Graded yes
Form of assessmentHomework and presentation (20%); Student paper, including classroom presentation (80%)
Restricted admissionyes
Further informationRegistration via Portal2
Performing lecturer
Prof. Dr. Alexandra Niessen-Ruenzi
Prof. Alexandra Niessen-Ruenzi
Frequency of offeringSpring semester
Duration of module 1 semester
Range of applicationB.Sc. Bus. Adm.
Preliminary course work
Program-specific Competency GoalsCG 2, CG 3
LiteratureGoergen, M. (2012), International Corporate Governance, Pearson, Harlow, Munich.
Thomsen, S. and M. Conyon (2012), Corporate Governance: Mechanisms and Systems, McGraw-Hill Education, Oxford.
Larcker, D. and B. Tayan (2011), Corporate Governance Matters, Pearson Education, London.
Kim, K.A., Nofsinger, J.R., and D.J. Mohr (2010), Corporate Governance, Pearson Education, London.
Course outline
  • Section 1: Introduction
  • Section 2: Taxonomies of Governance Systems
  • Section 3: International Governance Systems
  • Section 4: Corporate Governance in Germany
  • Section 5: ESG Rankings and Corporate Social Responsibility
  • Section 6: Shareholder Ownership
  • Section 7: Directors’ monitoring
  • Section 8: Managerial incentives
  • Case study: “Corporate Governance Ratings: Got the Grade…What was the Test?”
  • Case study: “Equity on Demand, The Netflix Approach to compensation”
Block sessions: Student presentation of research papers