科目ナンバー

GM-OM3-CE23

履修条件・関連科目等

Corporate Governance I may be beneficial, but it is not compulsory. In the early portion of our course, we will look at the structure of a typical corporation (e.g., shareholders, board of directors, executives/C-suite, and other stakeholders like employees) as well as the importance of annual general meetings of shareholders (AGMs); this discussion will provide sufficient background for you to explore corporate governance through various case studies.

授業で使用する言語

英語

授業で使用する言語（その他の言語）

授業の概要

Through interactive lectures and small group discussions, we will explore corporate governance as it is viewed and implemented in various countries and companies around the globe – including the ongoing debate regarding shareholder primacy versus multi-stakeholder governance principles.

Numerous historic and modern case studies of corporate governance success stories and, in contrast, famous crises and scandals will provide valuable insights into best practices to pursue and red flags to be cautious of as future business professionals.

We will consistently investigate the important links between corporate governance – a combination of business, legal, and even political and social factors – and actual business results, competitiveness, enterprise risk management (ERM) (e.g., reputation risks), share/enterprise value, and employer branding (including in terms of employee recruitment and retention).

In addition, our course will allow us to assess intriguing issues and trends related to corporate governance such as Environmental, Social, and Governance (ESG), AI ethics, stakeholder activism, Diversity, Equity, and Inclusion (DEI), Corporate Social Responsibility (CSR), Corporate Socio-Political Activism (CSA), and expectations/regulations around privacy and data protection.

科目目的

By analyzing corporate governance systems and many interesting real-world case studies – both successes and failures – from various parts of the world, we will discover the vital and growing links between corporate governance and international business. We will also develop skills helpful in identifying and thereafter remedying corporate governance weaknesses/vulnerabilities within the organizations you may join in the future.

Additionally, by considering significant trends and topics pertaining to corporate governance such as Environmental, Social, and Governance (ESG), AI ethics, shareholder and stakeholder activism, Diversity, Equity, and Inclusion (DEI), Corporate Social Responsibility (CSR), Corporate Socio-Political Activism (CSA), and privacy and data protection regulatory compliance, we will come to understand how company valuations and reputations are being shaped by corporate governance in the modern business world.

到達目標

Acquire knowledge about various nations’ and companies’ corporate governance systems in order to understand and compare such systems.

Gain skills and confidence to analyze, share opinions on, and borrow learnings from many historic and recent corporate governance cases – both successes and failures – from around the world.

Build English language discussion, reading, and writing skills related to corporate governance topics and the connections between corporate governance and international business operations.

授業計画と内容

Lesson 1 – Orientation and Overview; Mini-Case Studies (e.g., Bangladesh's Rana Plaza); Corporate Governance Relates to Shohei Ohtani, Naomi Osaka, and Taylor Swift? (Yes!)
Lesson 2 – Debates in Corporate Governance: Shareholder Primacy vs. Stakeholder Governance; Prioritization of Various Stakeholders (e.g., Employees, Communities, and Suppliers)
Lesson 3 – Real-World Corporate Governance Cases: Enron, Volkswagen, Dentsu; New Corporate Governance Expectations: Modern Slavery, Human Trafficking, Child Labor (e.g., in "Big Tobacco" Industry), and Supply Chain Human Rights and Environmental Issues
Lesson 4 – US Corporate Governance (1): History and Current Status; Influence of Shareholder Activism
Lesson 5 – US Corporate Governance (2): Case Studies (Enron, X/Twitter, Theranos, Amazon, Meta)
Lesson 6 – Japanese Corporate Governance (1): History and Current Status; Focus on Corporate Governance from Prime Minister Abe to Today; Rise of Shareholder Activism
Lesson 7 – Japanese Corporate Governance (2): Case Studies (Nissan/Carlos Ghosn; Toshiba, Olympus, Takata Airbags, Kobe Steel, Big Motor, Daihatsu)
Lesson 8 – European, Asian, Middle East, and Other Corporate Governance (1): Overview and Case Studies (Parmalat, Satyam)
Lesson 9 – European, Asian, Middle East, and Other Corporate Governance (2): Case Studies (Wirecard, BP, Airbus)
Lesson 10 – European, Asian, Middle East, and Other Corporate Governance (3): Case Studies (Luckin Coffee; SM Entertainment and the K-Pop Industry)
Lesson 11 – Trends in Corporate Governance (1): Environmental, Social, and Governance (ESG); Corporate Social Responsibility (CSR); Corporate Socio-Political Activism (CSA); Greenwashing and Social-Washing
Lesson 12 – Trends in Corporate Governance (2): Shareholder and Other Stakeholder Activism (Fujitec and 7 & i Holdings); Climate Litigation and Activism (McDonald’s Animal Treatment; "Just Stop Oil"; Engine No. 1 versus Exxon)
Lesson 13 – Trends in Corporate Governance (3): AI and AI Ethics (Amazon's "Project Nessie"; Allegations of Discrimination/Bias - HireVue Case; OpenAI/ChatGPT Copyright Infringement?)
Lesson 14 – Trends in Corporate Governance (4): Privacy and Data Protection (Meta and Ethiopia's Civil War; X/Twitter, Saudi Arabia, and Government Critics' Imprisonment); plus Course Summary/Review: Corporate Governance Tomorrow

授業時間外の学修の内容

指定したテキストやレジュメを事前に読み込むこと／授業終了後の課題提出

授業時間外の学修の内容（その他の内容等）

授業時間外の学修に必要な時間数／週

・毎週１回の授業が半期（前期または後期）または通年で完結するもの。１週間あたり４時間の学修を基本とします。
・毎週２回の授業が半期（前期または後期）で完結するもの。１週間あたり８時間の学修を基本とします。

成績評価の方法・基準

成績評価の方法・基準（備考）

In-Class Performance assessment does not mean that students who speak the most or who always lead discussions will be evaluated more favorably. Rather, a willingness to learn and engage in activities to the best of one’s abilities – in class-wide settings, in small groups, and/or even via interactions with the lecturer himself (in person or by email) – along with improvement over the entire course will be highly regarded.

課題や試験のフィードバック方法

授業時間内で講評・解説の時間を設ける／授業時間に限らず、manabaでフィードバックを行う

課題や試験のフィードバック方法（その他の内容等）

アクティブ・ラーニングの実施内容

PBL（課題解決型学習）／ディスカッション、ディベート／グループワーク／その他

アクティブ・ラーニングの実施内容（その他の内容等）

Small group and/or partner-based discussions of topics (e.g., case studies) followed by casual/interactive sharing of thoughts/opinions/takeaways with the whole class; occasionally, students will be asked to write brief reports and/or opinion statements on case studies outside of class

授業におけるICTの活用方法

クリッカー／タブレット端末

授業におけるICTの活用方法（その他の内容等）

実務経験のある教員による授業

はい

【実務経験有の場合】実務経験の内容

The lecturer is a licensed US corporate attorney with a professional background in corporate governance, ESG, M&A, securities litigation, and venture capital law.

【実務経験有の場合】実務経験に関連する授業内容

My corporate legal career began around the time of perhaps the US’s most (in)famous corporate governance crisis – Enron – and the creation of laws (e.g., Sarbanes-Oxley) aimed at preventing such disasters in the future. Since then, corporate governance law has become significantly more interconnected with business operations, valuations, and reputations around the globe. Insights gained while practicing corporate law during the rise of corporate governance – including quite recently with the emergence of ESG and corporate political and social involvement – will be shared with the class.

テキスト・参考文献等

Original texts and content will be provided by the lecturer.

Online videos (e.g., news stories or short documentaries) will be shared via Manaba.

Supplemental news articles and reference materials will be uploaded on Manaba throughout the semester.

Reference textbook: Corporate Governance by Cornelis A. de Kluyver. Saylor Foundation (PDF available via University of Minnesota’s Open Textbook Library), 2012.

その他特記事項

参考URL