English   Danish

2013/2014  KAN-OE23  Corporate Governance

English Title
Corporate Governance

Course information

Language English
Exam ECTS 7.5 ECTS
Type Mandatory
Level Full Degree Master
Duration One Semester
Course period Spring
Time Table Please see course schedule at e-Campus
Max. participants 50
Study board
Study Board for MSc in Advanced Economics and Finance
Course coordinator
  • Steffen Brenner - Department of International Economics and Management (INT)
Main academic disciplines
  • Economics, macro economics and managerial economics
Last updated on 11-10-2013
Learning objectives
At the completion of the course students are expected to be able to:
  • interpret formal models of agency-based theories of incentivizing managers
  • analyze and discuss advanced models of corporate governance institutions
  • critically discuss empirical studies of corporate governance
  • evaluate managerial compensation schemes with respect to their incentive implications
  • carry out an analysis of the strengths and weaknesses of a firm's corporate governance system
Course prerequisites
This is a mandatory course for the elite MSc in Advanced Economics and Finance. It is assumed that students have knowledge similar to the entry requirements for the MSc in Advanced Economics and Finance. For spring courses knowledge similar to the content of the 1st-semester courses is assumed as well. The courses have 60 confrontation hours (lectures and exercises), and there is a high level of interaction between lecturer and students, and in general a high work load.

To sign up send a 1-page motivational letter, a 1-page CV, and a grade transcript to oecon.eco@cbs.dk no later than14 November 2013. Please also remember to sign up through the online registration.
The exam in the subject consists of two parts:
Examination formWritten sit-in exam
Individual or group examIndividual
Assignment typeWritten assignment
Duration2 hours
Grading scale7-step scale
Examiner(s)One internal examiner
Exam periodSpring Term
Aids allowed to bring to the examLimited aids, see the list below and the exam plan/guidelines for further information:
  • Allowed calculators
  • Allowed dictionaries
Make-up exam/re-exam
Another examination form
The term re-exam will be organized as an 8-page individual paper.
Description of the exam procedure
The midterm exam covers three areas:
1) The theoretical foundations of Corporate Governance,
2) the empirical findings regarding Corporate Governance phenomena, and
3) the application of the theoretical insights to a short case study that was not subject at any lecture or exercise, and the discussion of the case in the context of empirical findings regarding Corporate Governance.
While 1) and 2) will be attached a weight of 40% each in the grading of this midterm exam, 3) will enter the mid-term exam grade with a 20% weight.
Final exam:
Examination formWritten sit-in exam
Individual or group examIndividual
Assignment typeWritten assignment
Duration4 hours
Grading scale7-step scale
Examiner(s)One internal examiner
Exam periodMay/June
Aids allowed to bring to the examLimited aids, see the list below and the exam plan/guidelines for further information:
  • Allowed calculators
  • Allowed dictionaries
Make-up exam/re-exam
Same examination form as the ordinary exam
If the number of registered candidates for the make-up examination/re-take examination warrants that it may most appropriately be held as an oral examination, the programme office will inform the students that the make-up examination/re-take examination will be held as an oral examination instead.
Course content and structure

Corporate governance deals with how firms are organized and in particular with the relationship between owners, managers and other stakeholders in a corporation. The main objective of this course is to equip you with a knowledge base such that you are able to understand and participate in general decision making concerning governance activities in a corporation.

The format of the course is based on two elements:

Current academic literature: We will not use a textbook but a collection of academic papers that deal with specific issues of Corporate Governance, many of which have just been published in the recent years.

Student participation:You will actively participate in the class. In groups of two or three, you will be asked to present a paper and, if possible, discuss a current example from the business press for which the paper is relevant.

The course is a topic course, covering central issues in corporate governance. We begin with a general introduction to corporate governance from an agency perspective. After having identified generic agency problems, we then proceed to analyze specific corporate governance problems and a number of solutions to these problems. First, we spend three lectures on ownership issues and corporate governance issues associated with the most frequent class of firms, the family firm. Second, we will make ourselves familiar with the principal-agent framework. We will study a number of models that offer insights into the fundamental conflict of interest between managers and owners and its resolution. Next, we look at how well investors are protected through corporate laws and legal practice, and which effects Corporate Governance Codes of Conducts have on managerial behavior. Third, we discuss the firms’ internal control mechanisms focusing on incentives derived from compensation contracts, insider trading and boards. Fourth, we study further external governance mechanisms based on the take-over market, media attention, and reports by financial analysts. Finally, we discuss issues of corporate governance associated with the current financial crisis.

The research paper and case presentations are an integral part of the course and you must prepare them before class to facilitate the class discussion about the case topic.

Since this is a topic course, there does not exist one single course book covering the material in the course. Most of the required readings and three of the assigned cases will be included in a compendium,which can be bought from Samfundslitteratur bookstore, Solbjerg Plads 3, Ground floor. Some material may be uploaded in LEARN.


Exercises will be devoted to student presentations. In the first week, we will create a list of groups and an overview over which topics each group will have to present. Notice, that group formation cannot be changed. Each student will present twice during the semester. You will be assigned an academic paper that deals with microeconomic theory or empirical evidence on a specific aspect of corporate governance. You will first present the essence of the paper (about 20 min.), and discuss its main results and implications. In the following part, you will relate the paper’s finding to an example from the current business press in order to explain a real-world phenomenon or to make predictions (10 min.). The remaining 15 min. will be saved for a class discussion.

Teaching methods
The format of the course is based on three elements:
1. To teach and learn about the newest relevant theoretical and empirical research in corporate governance in a format that encourages you to take up these issues later in your education or in your future working life
2. Case analysis and participation in class. In groups you will solve and present six business cases.
3. To convince you that corporate governance is relevant for modern corporations. To achieve this goal there will be guest lectures by the business community. In recent years, the guest lectures have focused on governance issues related to private equity and buy-out fonds and to generational transition in family companies.
Further Information

Part of this course may be taken as a PhD course by a limited number of PhD students.

Expected literature

Indicative literature:
Bebchuk. L.A., A. Cohen, and A. Ferrell (2008): What Matters in Corporate Governance?, Review of Economic Studies, 22, 783-827.

Bebchuk, L., A. Cohen and H. Spamann (2009): The Wages of Failure: Executive Compensation at Bear Stearns and Lehman 2000-2008. Harvard Law School Working Paper.

Bebchuk, L. and J.M. Fried (2003): Executive Compensation as an Agency Problem, Journal of Economic Perspectives, 17, 71-92.

Bertrand, M. and S. Mullainathan (2003): Enjoying the quiet life? Managerial behavior following anti-takeover legislation, Journal of Political Economy, 111, 1043-1075.

Bizjak, J., M. Lemmon, and R. Whitby (2009): Option backdating and board interlocks, Review of Financial Studies, 22, 4821-4847.

Boone, A., Field, L., Karpoff, J. and C. Raheja (2007): The determinants of corporate board size and composition: An empirical analysis, Journal of Financial Economics, 85, 65-101.

Core, J., W. Guay and D. Larcker (2008): The power of the pen and executive compensation, Journal of Financial Economics, 88, 1-25.

Demsetz, H. and K. Lehn (1985), The structure of corporate ownership: causes and consequences, Journal of Political Economy, 93, 1155-1177.

Djankov, S., R. La Porta, F. Lopez-de-Silanes and A. Shleifer (2008):The Law and Economics of Self-Dealing,Journal of Financial Economics, 88, 430-465.

Dyck, A., N. Volchkova, and L. Zingales (2008): The Corporate Governance Role of the Media: Evidence from Russia, Journal of Finance,63, 1093-1135.

Fahlenbrach and Stulz (2009): Bank CEO Incentives and the Credit Crisis. (SSRN Paper)

Farber, D. (2004): Restoring Trust After Fraud: Does Corporate Governance Matter? (SSRN Working Paper)

Fluck, Z. (1999): The dynamics of the management-shareholder conflict, Review of Financial Studies, 12, 379-404.

Gibbons, R. and K.J. Murphy (1992): Optimal Incentive Contracts in the Presence of Career Concerns: Theory and Evidence,Journal of Political Economy,100, 468-505.

Gompers, P.A., J.L. Ishii, and A. Metrick (2003): Corporate Governance and Equity Prices, Quarterly Journal of Economics, 118, 107-155.

Hall, B.J. and K.J. Murphy (2003): The Trouble with Stock Options, Journal of Economic Perspective, 17, 49-70.

Hermalin, B. and M. Weisbach (2003), Boards of directors as an endogeneously determined institution: A survey of the economic literature, Federal Reserve Bank of New York Economic Policy Review, 9, 7-26.

Holmström, B. (1999): Managerialincentive problems: A dynamic perspective, Review of Economic Studies, 66, 169-182.

Jensen, M. and W. Meckling (1976): Theory of the firm: managerial behaviour, agency costs, and ownership structure, Journal of Financial Economics, 3, 305-360.

Karpoff, J. (2001): Public vs. private incentives in Arctic exploration: The effect of incentives and organizational structure, Journal of Political Economy, 109, 38-78.

La Porta, R., F. Lopez-de-Silanes, A. Shleifer and R. Vishny (2000): Investor protection and corporate governance,Journal of Financial Economics, 58, 3-27.

La Porta, R., F. Lopez-de-Silanes, and A. Shleifer (1999): Corporate ownership around the world, Journal of Finance, 54, 471-517.

Larcker, D. and B. Tayan (2007): Executive Compensation at NaborsIndustries: Too Much, Too Little, or Just Right? (SSRN Paper)

Meulbroek, L. (1992): An empirical study of illegal insider trading, Journal of Finance, 47, 1661-1699.

Nenova, T. (2003): The value of corporate voting rights and control: A cross-country analysis, Journal of Financial Economics, 68, 325-351.

Noe, T. (1997): Insider Trading and the Problem of Corporate Agency, Journal of Law, Economics, & Organization,13,. 287-318.

Roulstone, D. (2003): The relation between insider trading restrictions and executive compensation, Journal of Accounting Research, 41, 525-551.

Shleifer, A. and R. Vishny (1997): A survey of Corporate Governance, Journal of Finance, 52, 737-783.

Tirole, J. (2001): Corporate Governance, Econometrica, 69, 1-35.

Yermack, D. (1995): Do corporations award CEO stock options effectively?, Journal of Financial Economics, 39, 237-269.

Brenner, S., Teaching Note “A simple principal-agent model”

Last updated on 11-10-2013