Governance is extremely important to value creation. Most firms are run by professional managers on behalf of owners, creating a potential agency problem. This can result in poor strategy, expropriation of value, fraud, and scandal. Weak government, legal and economic institutions can inhibit a country’s foreign investment and growth. We study the mechanisms that have arisen to address these issues. We emphasize the perspective of an independent director, but also those of CEOs and investors. Most research and data focus on “Anglo” governance (UK, US, Hong Kong, Singapore, etc.), but we also study global variation in practices. Examples are drawn from Indonesia, India, Russia, Colombia, Vietnam and the US.

Many Booth alumni are or will be in governance-related roles. If you will work for a sovereign wealth fund, at a family firm or office, in private equity or venture capital, or be a C-suite executive or entrepreneur, you will need to establish or work with boards. Governance practices vary substantially across the globe, driven by differences in laws, political and social institutions, culture, history, etc. Practices are evolving rapidly with globalization, especially in emerging markets. This course is particularly relevant for students expecting to confront these issues.

Notes:

• This course is intended for students who are interested in corporate governance but do not yet have extensive experience with corporate boards. If you do, please contact me to discuss whether the course fits your interests.
• This course does not cover laws and regulations related to corporate governance. I am not a lawyer and that is not my area of expertise. Moreover, those vary from country to country. This course focuses on managerial aspects of governance.

View Video Course Description for more details.

Class Meets Summer 2023:  8/7, 8/8, 8/9, 8/11, 8/12

• No non-Booth Students

• Participation / Professionalism (10%): quality contribution is expected, even if attending remotely.
• Case write-ups (40%): do in study groups of up to 5 members. Submit digitally via Canvas.
• Exam (50%).
• Optional research project (50%): if you have strong interest in a specific topic, you may do an independent research project instead of the exam (due on the exam date). I will have high expectations for the quality of your research, data, literature review, etc. Contact me as soon as possible if this is something you want to consider.

• No pass/fail grades