• Master core terminology regarding top managers, board of directors and corporate governance more broadly
• Assess the determinants, as well as the benefits and drawbacks, for top managers’ and boards’ involvement in strategic decision-making
• Reflect, write and critically discuss about several (hot) topics in the field of strategic leadership and corporate governance
• Identify, scrutinize, and analyze complex problems and decisions in the field of strategic leadership and corporate governance

In this course, students will learn about the complex and interrelated factors shaping how top executives make labyrinthine decisions and the role of corporate governance bodies in shaping and influencing top executives’ decision-making processes.

Specifically, building on students’ basic knowledge previously acquired from introductory (and possibly even advanced) finance and accounting courses, students in this course will learn how several complex and interrelated factors such as the personal characteristics, biases, personality, relationship, power dynamics of Chief Executive Officers (CEOs), Top Management Team (TMT) members, and directors sitting on the supervisory boards can explain complex firm-level outcomes, such as strategic investments, acquisitions, diversification, corporate social responsibility, and even financial fraud and illegal practices.

Moreover, students will learn to directly apply their theoretical knowledge from the course to critically evaluate and analyze the strengths and weaknesses of top leaders’ decision-making process and the corporate governance mechanisms, meant to ensure a better alignment of the interests between managers and shareholders. A particular focus will also be given on how top managers can make bad decisions that can negatively affect several stakeholders, and how corporate governance mechanisms can sometimes fail and lead to scandals, such as Enron, Volkswagen, and Theranos. This course will examine the internal and external problems behind such management failures and scandals. Students will also take a closer look at the current state of the art of corporate governance practices of firms, primarily large corporations, but also smaller firms, their effects on the firms’ strategic decisions and performance.

Pedagogically, the main focus of this course would be to identify, understand, disentangle, and critically analyze the complex and interrelated drivers guiding top managers and board of directors when interacting and making decisions that can have significant (long-lasting) effects on several stakeholders.

The learning objectives of this course will be closely related to the assessment format. Leveraging the Nordic Nine and all six types of learning outcomes identified in Bloom’s taxonomy (i.e., from bottom to top: remembering, understanding, applying, analyzing, evaluating, and creating), students will build knowledge and learn skills by means of recent top-notch research and hands-on exercises and cases to use when critically analyze real complex decisions and ethical dilemmas. The in-class and team exercises based on (mini-)cases throughout this course are propaedeutic to the final project and closely guide the students towards all four learning objectives.

Each session is structured to allow as much interaction as possible between the students and the instructor(s). Thus, students are strongly encouraged to ask questions as this will offer them and their fellow students the opportunity to learn from each other while addressing their curiosity on several topics. Examples of interactions beyond asking questions include the in-class discussions of “hot topics” and business cases. The in-class discussions of “hot topics” in the field of strategic leadership and corporate governance are meant to sparkle a moderated group conversation and debate. The cases covered in this course will offer students the opportunity to directly apply the course material and train for the final exam. Embracing the continuous learning approach, students will receive feedback on the first two team exercises from an instructor and peer feedback on the other two cases. The team exercises based on the cases are helpful training for the individual project.  

Other relevant main categories: Decision-making, Top executives, Board of Directors, Supervisory Board, Fraud, Scandals, Business psychology

The expected literature will be mostly based on peer-reviewed academic articles and practitioners-oriented journals.

Examples of readings associated with some of the topics covered in the course might include: 

• Bazerman, M. H. 2020. A New Model for Ethical Leadership. Harvard Business Review, 98(5), 90-97.
• Brousseau, K.R., Driver, M.J., Hourihan, G., & Larsson, R. 2006. The Seasoned Executive’s Decision-Making Style. Harvard Business Review, 84(2): 110-121.
• Dwivedi, P., Joshi, A., & Misangyi, V. F. 2018. Gender-inclusive gatekeeping: How (mostly male) predecessors influence the success of female CEOs. Academy of Management Journal, 61(2), 379-404.
• Fredrickson, J.W., Hambrick, D.C., & Baumrin, S. 1988. A Model of CEO Dismissal. Academy of Management Review, 13(2): 255-270.
• Hambrick, D.C., & Fukutomi, G.D.S. 1991. The Seasons of a CEO's Tenure. Academy of Management Review, 16(4): 719-742.
• Harrison, J. S., Thurgood, G. R., Boivie, S., & Pfarrer, M. D. 2020. Perception is reality: how CEOs’ observed personality influences market perceptions of firm risk and shareholder returns. Academy of Management Journal, 63(4), 1166-1195.
• Hillman, A. J., & Dalziel, T. 2003. Boards of directors and firm performance: Integrating agency and resource dependence perspectives. Academy of Management Review, 28(3): 383-396.
• Karlsson, P.O. 2015. Why CEOs don’t get fired as often as they used to. Harvard Business Review Digital Articles, Published: June 15, 2015.
• Main, B. G., O'Reilly III, C. A., & Wade, J. 1993. Top executive pay: Tournament or teamwork?. Journal of Labor Economics, 11(4), 606-628.
• Nadler, D. A. 2004. Building better boards. Harvard Business Review, 82(5): 102-111.
• Pozen, R. C., & Kothari, S. P. 2017. Decoding CEO pay. HarvardBusiness Review, 95(July-August): 78-85.
• Schnatterly, K., Gangloff, K. A., & Tuschke, A. 2018. CEO wrongdoing: A review of pressure, opportunity, and rationalization. Journal of Management, 44(6), 2405-2432.
• Wong, S. C. 2011. Aligning CEO Incentives with a Company's Long-Term Agenda. Harvard Business Review Online, October.
• Zhu, D. H. 2014. Group polarization in board decisions about CEO Compensation. Organization Science, 25(2), 552-571.