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FIN 630: Corporate Governance

Contents
In this course, conflicts of interest between the firm and its stakeholders will be analyzed and mechanisms to mitigate these conflicts will be discussed. In the first part of the course, theoretical models on information asymmetries and corporate governance problems are discussed. The second part of the course will focus on common results of corporate governance problems. We then discuss various concepts of corporate social responsibility and ways to measure a firm’s ESG activities. Finally, we examine several internal and external governance mechanisms, including the market for corporate control, ownership structure, executive compensation, and the role of the board of directors. Special emphasis will be on the valuation effect of corporate governance and the question whether some corporate governance mechanisms are superior to others.

Learning outcomes
Students should develop an understanding of important issues in corporate governance and of its relevance in a social, political, and economic context. They will be able to apply theoretical models on principal-agent conflicts to different corporate governance problems. They will learn how firms’ ESG activities are measured and the challenges arising from different measurement approaches. Furthermore, students will know how to assess the effectiveness of different corporate governance mechanisms. In addition to their knowledge on corporate governance theory, they will be able to critically discuss the empirical evidence on the importance and effectiveness of various corporate governance mechanisms.

Necessary prerequisites

Recommended prerequisites
Knowledge in business economics (Module BE 510, BE 511 or equivalent courses) and econometrics (Module CC 502, CC 503 or equivalent courses) is highly recommended. Introductory course in corporate finance on the level of Brealey, Myers and Allen, Corporate Finance, (McGraw-Hill, 10th edition, 2010) is also strongly recommended.

Contact hoursIndependent study time
Lecture2 SWS9 SWS
Exercise class1 SWS5 SWS
ECTS6
LanguageEnglish
Form of assessmentWritten exam (60 min.)
Restricted Admissionno
Further information
Examiner
Performing lecturer
Prof. Dr. Alexandra Niessen-Ruenzi
Prof. Dr. Alexandra Niessen-Ruenzi
OfferingFall semester
Duration of module 1 semester
Range of applicationM.Sc. MMM, M.Sc. WiPäd, M.Sc. VWL, M.Sc. Wirt. Inf., M.Sc. Wirt. Math., MAKUWI
Preliminary course work
Graded yes
LiteratureMain textbooks:
Goergen, M. (2018), Corporate Governance. A Global Perspective, Cengage Learning EMEA.
Thomsen, S. and M. Conyon (2012), Corporate Governance: Mechanisms and Systems, McGraw-Hill Education, Oxford.
Larcker, D. and B. Tayan (2015), Corporate Governance Matters 2nd Edition, Pearson Education, London.
Other helpful sources:
Tirole, J. (2006), The Theory of Corporate Finance, Princeton University Press, Princeton, NJ.
Bolton, P. and M. Dewatripont (2005), Contract Theory, MIT Press, Cambridge, MA.
Milgrom, P. and J. Roberts (1992), Economics, Organization, and Management, Prentice Hall, Englewood Cliffs, NJ.
Other research papers provided at the end of each set of lecture notes.
Course outlineIntroduction and definitions
Principal Agent Theory
Models of asymmetric information
Ownership structure and corporate control
Family firms
Internal governance I: The board of directors
Internal governance II: Executive compensation
External governance I: Institutional investors and shareholder activism
External governance II: Product market competition and the market for corporate control