• Demonstrate an understanding of purposeful and responsible long-term ownership using the enterprise foundation model with a nonprofit controlling a for-profit business as an example;
• Evaluate costs and benefits of this model including the risks of mission drift, concentration of power with limited checks and balances, the role of regulators and auditors and reduced economic incentives using corporate governance theories on nonprofit ownership, responsible business ownership, and legal structures, such as foundation-controlled firms as OpenAI, Patagonia, and Novo Nordisk;
• Identify corporate governance and legal dilemmas concerning other kinds of purposeful ownership including enterprise associations, family business, and state-owned enterprise.
• Critically reflect upon different purposeful ownership models, the ways regulation and supervision can influence responsible business behavior, social legitimacy, growth and value creation of purposeful companies, long-term ownership and the potential societal impact of these institutions;
• Identify and critically apply relevant theories, concepts, and guidelines to specific cases.

Enterprise foundations—nonprofit entities that own and control major commercial firms—challenge conventional assumptions about ownership. Specifically, they unsettle standard market-based explanations, challenging dominant assumptions about markets, monitoring, incentives, and the role of the state. Standard theories of corporate governance predict that firms without residual claimants should underperform: lacking owners with direct financial stakes, such organizations are assumed to face weak monitoring and heightened risks of mission drift. Yet many foundation–owned firms consistently deliver strong and durable performance, and some of Europe’s most profitable firms are foundation-owned. For instance, firms such as Novo Nordisk, Lundbeck, Carlsberg, Rolex, and IKEA have shown enduring success financially. Their success presents a theoretical puzzle: how can foundation-controlled firms, with nonprofit owners bound by strict purpose locks and unable freely to divest core assets, outperform investor-owned companies that benefit from market discipline? And what is the role of regulation in this regard?

This course will explore the foundation model and examine whether it may potentially be used as an inspiration for purposeful ownership in other ownership models, including family business, enterprise associations (mutuals, coops) and state-owned enterprises.

Foundation control of businesses presents a unique and complex governance model with both economic advantages and regulatory challenges. Because this combination of nonprofit purposes and business objectives raises governance issues and tax questions, policy makers typically require both public external governance mechanisms and private mechanisms aimed at mitigating mission drift. As laws aim simultaneously to facilitate charitable purposes and to provide sound framework conditions for foundation control of business enterprises, the specific interplay between public and private governance mechanisms becomes particularly important. From a regulatory-governance perspective, it is crucial to understand how legal design accommodates the need for economically rational nonprofit ownership of business enterprises while also ensuring that public good purposes are sufficiently furthered by the enterprise foundation.

• Classic and basic theory
• New theory
• Teacher’s own research

• Analysis
• Discussion, critical reflection, modelling
• Scholarship has suggested enterprise foundations as a model of how regulatory design and organizational capacity can jointly sustain long-term performance, offering broader implications for debates on regulation of hybrid governance forms, corporate purpose, and the institutional foundations of responsible capitalism. This course centers on the empirical and theoretical research developed during the last 5-10 years, including classic economic theory, new theory, and – in particular – the teachers’ own research published in leading international journals within corporate governance, corporate finance, and law & economics. The teachers – primarily Steen Thomsen, David Schröder, and Mark Ørberg – are a part of an enterprise foundation research group at CBS, having contributed research-based insights into foundation law, foundation governance, and financial and social performance of foundation-owned companies.

The required readings are approximately 600 pages.

• A. Sanders, S. Thomsen (eds.). Enterprise Foundation Law in a Comparative Perspective (2nd ed. forthcoming 2025)
• S. Thomsen. The Danish Industrial Foundations (2017).
• H. Hansmann, S. Thomsen. The governance of foundation-owned firms. Journal of Legal Analysis, 13(1), 172–230. (2021).
• D. Schröder, S. Thomsen. Foundation Ownership and Sustainability. Journal of Corporate Finance, 91, Article 102740 (2025).
• S. Thomsen, A. Sanders, M. Ørberg. A European model law on enterprise foundations (2025).
• O. Eldar, M. Ørberg. The Anatomy of Nonprofit Control of Business Enterprise. Yale Journal on Regulation (2026)
• D. Schröder, S. Thomsen. Foundation Ownership and Financial Performance: International Evidence (2025)
• N. Kavadis, S. Thomsen. Sustainable Corporate Governance: A review of research on long‐term corporate ownership and sustainability. Corporate Governance: An International Review 31 (1), 2023, 198-226 (2023).
• M. Ørberg. Enterprise Foundations and Faithful Agency as Drivers of Sustainable Long-termism in Philanthropy. European Business Organization Law Review, 25(4), 765-807 (2024).
• S. Thomsen, N. Kavadis. Enterprise foundations: Law, taxation, governance, and performance. Annals of Corporate Governance, 6(4), 227–333 (2022).
• S. Thomsen. Value Creation and Corporate Governance (2020).