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Corporate Governance (institutional aspects)


McCahery J. A. J.

Course director


This course is meant to cover the major areas of corporate governance, including an overview of key corporate governance matters; the duties and responsibilities of directors, including non-executives; the evolution of corporate law; executive pay; earnings management; the significance of institutional investors for corporate governance; the legal control of insiders; and takeover bids. An important goal will be to familiarize students with the economic environment, legal rules and challenges of corporate governance reform. Emphasis will be given to the contemporary debates regarding the failure of boards to protect the interests of minority shareholders, the limitations of executive compensation policies, and the declining importance of the market for corporate control to restrain managers. The course will encourage students to use various analytical tools to deal with key governance issues that face managers, directors, investors and other stakeholders.


At the end of this course, students are expected to be able to:

  • Know, describe and apply the main concepts of corporate governance
  • Understand and interpret the key legal, economic and institutional features of the major corporate governance systems around the world
  • Understand how corporate governance systems influence firm performance
  • Know and explain how corporate boards are composed and how board members and executives should be compensated
  • Know, describe and explain how key corporate governance failures can lead to the collapse of individual firms or entire industries
  • Know, describe and apply the basic concepts of corporate governance to a real-world case study
  • Apply written and oral communication skills in corporate governance context, including such skills as engaging in problem solving in teams

Teaching mode

In presence

Learning methods

The course will be taught using two main learning methods:
Discussion forums: will be used to facilitate interaction between the lecturer and students on questions and ideas on course material.
Problem-based learning: real life case studies are provided to enable students to apply course concepts while identifying and addressing key issues which they are likely to face within specific institutional environments and commercial transactions.

Students are expected to attend all scheduled lectures and class presentations.

Required Material
Assigned course readings and materials will be available on the course’s iCorsi platform.

Examination information

Grading will be determined by case study (30%) and an open book, in-class final exam (70%).