Course Coordinator:
Dr. Olga Muzychenko
Program Director – Master of International Business/Master of International Management
Adelaide Business School, University of Adelaide
Room 1032, Nexus 10
Email: olga.muzychenko@adelaide.edu.au
Profile: http://www.adelaide.edu.au/directory/olga.muzychenko

Academic in Charge:
A/Prof. Dr. Luiz Ricardo Kabbach de Castro
University of Navarra, Spain
Email: lkabbach@unav.es

This course focuses predominantly on skill development. 

On successful completion of this course, students will be able to …

(1) Apply their understanding of what explains the corporate governance variation across firms and countries in the global business environment.
(2) Use their understanding of theories that explain why and how firms use different corporate governance practices to organize to compete globally.
(3) Develop well-reasoned arguments about current debates and dilemmas in international corporate governance, such as ethical dilemmas, corporate governance practices, corporate and securities regulation, international diversity in corporate governance, varieties of capitalism, among others.
(4) Critically evaluate and discuss academic research in international corporate governance.
(5) Apply the theoretical constructs learned in this course in a real-life experiential learning project that can comprise analyses of international economic, institutional and market environments, an assessment of governance design that fits the international business strategy.
(6) Develop problem-solving skills by addressing relevant managerial problems in international corporate governance through team-work and intercultural collaboration.

References: 
[This list will be updated by the beginning of the course]

Textbook:
Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences. Pearson Education Ltd, Upper Saddle River: New Jersey. David Larcker and Brian Tayan, 2nd Edition (2016).


Complementary Research Articles:
- Aguilera, R., Crespí, R. Firm family firms: Current debates of corporate governance in family firms. Journal of Family Business Strategy, v.3, pp. 66-69, 2012.
- Aguilera, R., Cuervo-Cazurra, A. Codes of good governance worldwide: what is the trigger? Organization Studies, v. 25, pp. 417-446.
- Aguilera, R., Gregory, J. Comparative and international corporate governance. Academy of Management Annals, v. 4, n. 1, pp. 485-556, 2010.
- Claessens, S., Yurtoglu, B. Corporate governance in emerging markets. Emerging Markets Review, v.15, pp. 1-33, 2013.
- Collier, J., Roberts, J. Introduction: An Ethic for Corporate Governance? Business Ethics Quarterly, v. 11, n. 1, pp. 67-71, 2001.
- Cruz, C., Galdeano, L.G. Corporate Governance in Publicly Traded Family Firms. IE Business School-Banca March, 2015.
- Cuomo, F., Mallin, C., Zattoni, A., Corporate Governance Codes: A Review and Research Agenda. Corporate Governance: An International Review, 24(3): 222–241, 2016.
- Davis, J., Schoorman, F., Donaldson, L. Toward a stewardship theory of management. Academy of Management Review, v. 22, n.1, pp. 20-47, 1997.
- Driscoll, D. Ethics and corporate governance: lessons learned from a financial services model. Business Ethics Quarterly, v. 11, n. 1, pp. 145-158, 2001.
- Filatotchev, I., Toms, S., Wright, M. The firm’s strategic dynamics and corporate governance life-cycle. International Journal of Managerial Finance, v.2, n. 4, pp. 256-279, 2006.
- Gordon, D.M. Bosses of Different Stripes: A Cross-National Perspective on Monitoring and Supervision. American Economic Review, v. 84, n. 2, pp. 375-379, 1994.
- Hillman, A., Dalziel, T. Boards of directors and firm performance: Integrating agency and resource dependence perspectives. Academy of Management Review, v. 28, n.3, pp. 383-396, 2003.
- Hopt, K. Comparative Corporate Governance: The State of the Art and International Regulation. The American Journal of Comparative Law, 59(1): 1–73, 2011.
- Jackson, G., Miyajima, H. Introduction: The diversity and change of corporate governance in Japan. In Aoki et al. (Eds) Corporate Governance in Japan. Oxford: Oxford University Press.
- Jensen, M. C., Meckling, W.H. Theory of the firm. Journal of Financial Economics, v.3, pp. 305-360, 1976.
- La Porta, R., Lopez-de-Silanes, F., Shleifer, A. Corporate ownership around the world. Journal of Finance, v. 54, n.2, pp.471-517, 1999.
- La Porta, R., Lopez-de-Silanes, F., Shleifer, A. What works in securities regulation. Journal of Finance, v. 56, n.1, pp.1-32, 2006.
- Mitchell, R. K., Agle, B., Wood, D.J. Toward a theory of stakeholder identification and salience. Academy of Management Review, v.22, n. 4, pp. 853-886, 1997.
- Murphy, K. J. Executive Compensation: Where We Are, and How We Got There. In G. Constantiniders, M. Harris and R. Stulz (Eds.), Handbook of the Economics of Finance: 211-356. North Holland: Elsevier, 2012.
- Musacchio, A., Lazzarini, S., Aguilera, R. New varieties of state capitalism: strategic and governance implications. Academy of Management Perspectives, v. 29, n.1, pp. 115-131, 2015.
- Rossi, S., Volpin, P. Cross-country determinants of merge and acquisitions. Journal of Financial Economics, v.74, pp. 277-304, 2004.
- Toms, S., Wright, M. Divergence and Convergence within Anglo-American Corporate Governance Systems: Evidence from the US and UK, 1950–2000. Business History, v.47, n.2, pp. 267-295.
- Tuschke, A., Luber, M. Corporate Governance in Germany: Converging Towards Shareholder Value-Orientation or Not So Much? In Rasheed, A., Yoshikawa, T. (Eds). The Convergence of Corporate Governance. London: Palgrave Macmillan, 2012.
- Williamson, O. Corporate Governance. In The Economic Institutions of Capitalism, Free Press, Macmillan, chapter 12, pp. 298-325, 1985.

Online learning resources include: course material (slides, access to Harvard Case Studies), six standardized online tests.

This course is problem-based, i.e., each session will be anchored in at least one international corporate governance managerial problem. Therefore, each session often starts with a case study that leads over to an interactive lecture during which we discuss key concepts and theories, often referring to what happened in the case study. Based on this, we will deepen our understanding through the critical analysis of related research-based scholarly articles. Accordingly, we will not talk you through endless power point presentations during class. Instead, we will place most emphasis on the application of what you have learned through your readings (textbook and articles) and critical reflections of your applied research activities during our classes.

The following information is provided as a guide to assist students with engaging appropriately with the course requirements.

The University expects full-time students (i.e., those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours for a three-unit course of private study outside of your regular classes.

Students in this course are expected to attend all sessions.

Please see our University policy for details: http://www.adelaide.edu.au/policies/669/

Session Date / Topics / Managerial and Policy Making Problems / Required Readings

Section 1 - 13 Feb
• Introduction to Corporate Governance
• What is corporate governance and does it matter for firm performance?
• Larcker & Tayan (2016), Chapter 1
• Aguilera & Jackson (2010)

Section 2 - 19 Mar, Morning
• Economic Theories of Corporate Governance
• Why do we need corporate governance?
• For whom are corporate managers trustees? (Shareholder vs Stakeholder Model of CG)
• Jensen & Meckling (1976), pp. 305-313 - Agency Theory
• Williamson (1985), Chapter 12, pp. 298-311, and 324 - Transaction Cost Economics
• Mitchell et al. (1997), pp. 853-856; 865-879 - Stakeholder Theory
• Davis et al. (1997), pp. 20-27; 38-40 – Stewardship Theory

Section 3 - 19 Mar, Afternoon
• Internal Mechanisms – Part 1 – Board of Directors (A)
• What are the board obligations?
• Do the board of directors create value?
• Larcker & Tayan (2016), Chapters 3 & 5
• Hillman & Dalziel (2003)

Section 4 - 21 Mar, Morning
• Internal Mechanisms – Part 2 – Board of Directors (B)
• What is the role of board in shaping firm’s strategy and governing risk?
• Larcker & Tayan (2016), Chapters 6
• Filatotchev et al. (2006)

Section 5 - 21 Mar, Afternoon
• Internal Mechanisms – Part 3 – Managerial Incentives
• How to align managerial discretion and stakeholders’ interests?
• How stock ownership helps firm’s governance?
• Larcker & Tayan (2016), Chapters 8 & 9
• Murphy (2012), sections 1, 2, 4 and 5.
• Gordon (1994) - Optional

Section 6 - 23 Mar, Morning
• External Mechanisms – Part 1 – Ownership and the Market for Corporate Control
• Does ownership structure matter for firm performance?
• How the market for corporate control affects firm’s decisions making?
• Larcker & Tayan (2016), Chapters 11
• La Porta et al. (1999)
• Rossi & Volpin (2004) - Optional

Section 7 - 23 Mar, Afternoon
• External Mechanisms – Part 2 – Institutions (Soft/Hard Regulation)
• Do countries should develop hard law or is it better to introduce soft regulation?
• Larcker & Tayan (2016), Chapter 2
• Aguilera & Cuervo-Cazurra (2004)
• Larcker et al (2011) - Optional

Section 8 - 25 Mar, Morning
• Corporate Governance in Liberal Market Economies
• The role of corporate governance in doing business in liberal market economies. What are the “rules of the game” and how to play it?
• Larcker & Tayan (2016), Chapters 12 & 13
• Toms & Wright (2005), US & UK

Section 9 - 25 Mar, Afternoon
• Corporate Governance in Coordinated Market Economies
• The role of corporate governance in doing business in coordinated market economies. What are the “rules of the game” and how to play it?
• Jackson & Miyajima (2007), Japan
• Tuschke & Luber (2012), Germany

Section 10 - 27 Mar, Morning
• Corporate Governance in Emerging Economies (& Family-Based)
• The role of corporate governance in doing business in emerging economies. What are the “rules of the game” and how to play it?
• Aguilera & Crespi (2012), Family-Firms
• Cruz & Galdeano (2015), Family-Firms
• Claessens & Yurtoglu (2013), Emerging Economies

Section 11 - 27 Mar, Afternoon
• Corporate Governance and the State-Based Capitalism • The role of corporate governance in doing business in State-based economies. What are the “rules of the game” and how to play it?
• Musacchio et al (2015)

Section 12 - 29 Mar, Morning
• Ethics and Corporate Governance
• Beyond rules and norms, how business ethics contribute to the corporate governance discipline?
• Collier & Roberts (2001)
• Driscroll (2001)

Section 13 - 29 Mar, Afternoon
• Wrap-up of the course.
• Applied research project orientation.

Assumed Knowledge:
INTBUS 7500 – Fundamentals of International Business
ACCTING 7025 – Accounting Essentials for Decision-Makers
COMMERCE 7039 – Business Research Methods
ECON 7200 - Economic Principles

Assessment Task	Weighting	Learning Outcome
Applied research project	25%
Quizzes	10%
Participation (in-class discussion)	10%
In-class Exercises	15%
Final exam	40%

TOTAL 100%

Course results may be subject to moderation.

More in depth details can be accessed via MyUni


APPLIED RESEARCH PROJECT

An integral part of this course is an applied research project developed individually. The goal of this project is to

enhance and apply your problem solving and research skills, deepen and apply conceptual frameworks studied

and discussed during this course and to train your critical thinking, presentation and debating skills. Please find

details and supporting material in the Research Project myuni folder.


SHORT INDIVIDUAL TESTS (QUIZZES)

Over the duration of the course, there will be administered short individual tests so you can check your

understanding of key concepts discussed in the assigned readings, see “Readings” column of the table in section

1.3. The aim of this assessment is to help you verify whether or not you have adequately prepared for your class,

whether or not you are up-to-date with your readings and whether or not you have a correct understanding of the

concepts covered by the course. The tests will be administered online at the beginning of each class.


PARTICIPATION

Your participation in class is essential to the course as we will construct knowledge through student-centered inclass

discussions. Basically, your participation will be assessed using three levels: (i) (almost) never participates;

(ii) participates occasionally; (iii) makes significant contributions to the development of knowledge. Significant

contributions are characterized by critical, analytical thinking and well-argued thoughts. Participation scores will be

registered in each class and add up to 10% of your overall course grade.


EXERCISES

The role of the exercises within this course is threefold: first, to apply and deepen the content learned in the last

classroom session and the last book chapter; second, to connect the content from two classes and third, to train

problem-solving skills using a problem-solving method.

Your submissions of short case solutions will earn credits if you write at least 500 words (about ½ a page).

In each class, we will ask some students to briefly present their solutions and will discuss them to reach a common

understanding of the problem and alternatives to solve it. Hence, writing up your solution or problem-solving

approach will help you to prepare yourself for your short presentation.

These short case solutions are a developmental, formative assessments and will therefore not be marked.

Please notice that these exercises and the feedback you receive in each class are an important preparation for

your exam preparation.

This activity will add up to 15% of your overall course grade.

FINAL EXAM

The final examination consists of problem-based exercises. To get a ‘feel’ for it, several problem-based exercises

will be discussed in the classroom during the course (see 5.4).

The final exam is closed book, because research in education has shown that open book exams do not increase

student performance neither do they increase retention of course content1.

Students undertaking this course should be aware it is a language intensive course that requires competent skills

in English comprehension and interpretation, synthesis and extrapolation of the concepts and material presented.

Rote learning material will NOT be sufficient to demonstrate an understanding of the material in this course in

assessment. Instead, you are expected to have acquired critical thinking, analytical thinking and problem-solving

skills.

Legible handwriting and the quality of English expression are considered to be integral parts of the assessment

process. Marks may be deducted in the final examination because of poor hand-writing.

The final exam counts 40% of the overall course grade.

X

Requirements for submission will be advised in class and/or via MyUni.

Students should retain a copy of all assignments submitted.