MBA Online

Corporate Governance

Corporate governance is concerned with issues of the ownership, control and accountability of companies.�@We discuss the role of the board of directors, and how it can effectively (or ineffectively) monitor the corporate performance. We address practical questions, such as how the board of directors and executive teams should be composed, or what is the appropriate size of the board. We will spend some time discussing the corporate governance issues in Japan, then compare it with corporate governance practices in other countries such as the United States.

4803: Corporate Governance
Winter Tanaka
This course studies corporate governance and corporate law. It covers such topics as shareholders’ voting rights, directors’ fiduciary duties, mandatory disclosure systems and takeover defenses.

ICS , Graduate School of International Corporate Strategy

[Term 2] Corporate Governance (N. Shimizu) (2008/Term 1&2 (Fall&Winter))

Corporate governance has recently received increasing attention not only in Japan but also in many western countries. The arguments often contrast the shareholder-oriented Anglo-American model with the stakeholder- (particularly, shareholder-) oriented Japanese and German models. Furthermore, they often imply that Japan and European nations should change their systems of governance as the Anglo-American model seems to have brought revitalization to those economies over the past decade as the world has become increasingly globalized.

The objectives of this course are twofold, one regarding systems of governance and the other regarding actions of individual corporations. First, this course tries to develop an understanding of various systems of corporate governance related to such questions as the following:
• What are the pressures on different corporate governance systems resulting from globalization?
• In which direction are the various systems moving?

Such issues as the social responsibility of corporations and new forms of governance required for the “new economy” are included in this discussion.

Second, the course intends to promote an understanding of some representative approaches currently practiced by successful companies in order to maximize shareholder value.
Course Structure

The first one-third of the course discusses the background as well as pros and cons of the different corporate governance systems and ongoing changes in those systems, and reviews some theoretical views on the differences. The second one-third focuses on various tools adopted by successful corporations that are mostly working within the Anglo-American model. The final part discusses issues that are often ignored by the theorists of corporate governance but are essential for corporations to internally accumulate the capability to innovate and remain socially responsible.
Teaching Method

My teaching approach is to encourage open discussion. In class, we will share our insights and develop our analyses together so that we can all learn from each other. Readings and case studies will be assigned throughout the semester. It is important that you be there, be on time, and be prepared. If you are absent or unprepared, you cannot meet your responsibilities to your fellow classmates.