FIN 452: Corporate Governance

This course teaches topics in corporate governance based on a mixed-methods approach: lectures, case studies, insights from practice, and students’ research papers. We start by defining corporate governance and looking at how different governance systems evolved around the globe. The second part of the course discusses how the quality of a firm’s governance can be measured and which ESG rankings exist. We then discuss corporate governance related questions around the three main agents of a firm: shareholders, directors, and managers. Finally, students will prepare a research paper on a corporate governance scandal and present it in class.

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

  • Describe corporate governance systems in different countries and compare them to each other.
  • Know different ESG rankings and interpret how they measure the quality of a firm’s social responsibility including its governance.
  • Know how shareholders, directors, and managers can contribute to good 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
Students are assumed to have un-dergraduate level knowledge of corporate finance (capital structure theories, corporate valuation) on the level of the Brealey/Myers/Allen textbook.

Forms of teaching and learningContact hoursIndependent study time
Lecture2 SWS7 SWS
ECTS credits3
Graded yes
Form of assessmentHomework and presentation (20%); Student paper (15 p.), including classroom presentation (80%)
Restricted admissionyes
Further informationRegistration via Portal2
Performing lecturer
Prof. Dr. Alexandra Niessen-Ruenzi
Dr. Luisa Langer
Frequency of offeringSpring semester
Duration of module 1 semester
Range of applicationB.Sc. BWL
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