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2013年度

DB0372 

△企業戦略Ⅱ (企業のガバナンス)
Corporate Strategy II
2単位/Unit  秋学期/Fall  烏丸/Karasuma  講義形式

  SIMON DEAKIN

<概要/Course Content Summary>

Corporate governance is concerned with issues of the ownership, control and accountability of companies. It raises some of key issues and dilemmas. In the context of the corporation what weight should be given to the interests of directors shareholders employees and other stakeholders and how precisely can these interests be expressed aligned and reconciled? More broadly in the light of the globalisation of product and capital markets how do we reconcile the corporate pursuit of economic objectives with political interests in democracy environmental concerns over sustainability and social concerns with equity in the workplace and beyond? Corporate Governance is a course through which we seek to explore these questions by placing the corporate pursuit of economic objectives in a wider ethical and societal context. Unlike more technical courses where there may well be unambiguously right and wrong answers on this course we are concerned with issues of judgement and the values that inform them.

<到達目標/Goals,Aims>

To examine the key roles and relationships through which corporate governance is operationalised including the role of the board of directors the rights and responsibilities of shareholders and the position of other stakeholders including employees in corporate decision-making. 
To explore differences between different corporate governance systems focusing on the Japanese and US cases but also looking at the UK and continental Europe transition systems and developing countries. 
To look at key pressures for reform in national corporate governance systems and in relation to global corporate governance standards. 
To examine and explore some of the ethical issues which arise in relation to corporate activity and explore the relationship between corporate and societal values. 

<授業計画/Schedule>

(実施回/
Week)
(内容/
Contents)
(授業時間外の学習/
Assignments)
(実施回/ Week) Modules1and 2  (内容/ Contents) This session serves as an introduction to the course. We will discuss the following issues: legal and economic views of the corporation the separation of ownership and control the identity of a companys stakeholders and arguments for and against shareholder value' as a corporate objective.   (授業時間外の学習/ Assignments) Michael Jensen Value maximisation stakeholder theory and the corporate objective function (2001):  
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=220671#PaperDownload 
Whittaker and Deakin Corporate Governance and Managerial Reform in Japan (above) ch. 5 (Dore). 
 
(実施回/ Week) Modules 3 and 4  (内容/ Contents) We will look at the Enron case: understanding Enron as an example of corporate governance failure the response of the Sarbanes-Oxley Act the wider significance of Enron for global corporate governance: the experience of more recent corporate failures during the financial crisis of 2008-9.  (授業時間外の学習/ Assignments) S.Deakin and S. Konzelmann Learning from Enron CBR working paper no. 274 
2003: 
http://www.cbr.cam.ac.uk/pdf/wp274.pdf 
 
(実施回/ Week) Modules 5 and 6  (内容/ Contents) We will look at the origins of corporate governance codes: the Cadbury Code in the UK: its genesis and evolution: Japanese corporate governance reforms: the duties of executive and non-executive directors in different systems: the common law tradition (US UK): mainland Europe: Japan.  (授業時間外の学習/ Assignments) Whittaker and Deakin Corporate Governance and Managerial Reform in Japan (above)chs. 2(Buchanan and Deakin)and 9 (Fuwa). 
(実施回/ Week) Modules 7 and 8  (内容/ Contents) In this session we will discuss the implications of takeovers for corporate governance and the law and ethics of insider dealing.  (授業時間外の学習/ Assignments) Andrei Shleifer and Larry Summers Breach of trust in hostile takeovers in A. Auerbach (ed.) Corporate Takeovers: Causes and Consequences (NBER 1998). 
Whittaker and Deakin Corporate Governance and Managerial Reform in Japan (above) ch. 3 (Hayakawa and Whittaker). 
 
(実施回/ Week) Modules 9 and 10  (内容/ Contents) This session is concerned with the role of employees as stakeholders. Specifically we ask the question of how far the corporate governance system in Britain and America by prioritising shareholder value constrains the ability of managers to pursue cooperative strategies with employees. We will discuss the Saturn case described by Kochan and Rubinstein. We will also discuss the role of employees in Japanese corporate governance.  (授業時間外の学習/ Assignments) Saturn case study: Thomas Kochan and Saul Rubinstein The Saturn partnership Organization Science  
vol.11 no. 4 July/August 2000 pp. 367-386. 
Whittaker and Deakin Corporate Governance and Managerial Reform in Japan (above)ch. 8 (Araki). 
 
(実施回/ Week) Modules 11 and 12  (内容/ Contents) The aim of this session is to discuss the links between corporate governance and corporate social responsibility (CSR is a large subject in its own right and we do not aim to cover all of it here). We will focus on the following questions: what is the nature of the business case for corporate responsibility? How far can or should shareholders contribute to more responsible corporate behaviour? What is the role of government in encouraging greater corporate responsibility?  (授業時間外の学習/ Assignments) Milton Friedman The social responsibility of business is to increase its profits in T. Donaldson and T. Dunfee (eds.) Ethics in Business and Economics (Dartmouth: Ashgate 1997) vol. 1. 
Whittaker and Deakin, Corporate Governance and Managerial Reform in Japan (above) ch. 6 (Inagami). 
 
(実施回/ Week) Modules13 and 14  (内容/ Contents) We will discuss globalisation of corporate governance and the end of history hypothesis of Hansmann and Kraakman, together with the law matters hypothesis of La Porta et al.  (授業時間外の学習/ Assignments) Henry Hansmann and Reiner Kraakman The end of history for corporate law  
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=204528 
Rafael La Porta, Florencio Lopez-de-Silanes and Andrei Shleifer The economic consequences of legal origin Journal of Economic Literature vol. 46 2008 pp. 285-332. 
 
(実施回/ Week) Module15  (内容/ Contents) This module is left free for general discussion of the course material.  (授業時間外の学習/ Assignments)  

<成績評価基準/Evaluation Criteria>

平常点(出席,クラス参加,グループ作業の成果等)  25%  This will be assessed by reference to the extent of participation in the class (in term e.g. of knowledge of the reading, questions asked, taking part in discussion, etc.). 
期末レポート試験・論文  75%  An assignment of up to 1,500 words, based on the course material, will be set, at the conclusion of the course. 

<成績評価結果/Results of assessment>   成績評価の見方について/Notes for assessment

    

登録者数  4名
  成績評価結果は公表されていません。

<備考/Remarks>

Robert Monks and Nell Minow, Corporate Governance (Chichester: Wiley, 4th. ed., 2008) 
D. Hugh Whittaker and Simon Deakin (eds.) Corporate Governance and Managerial Reform in Japan (Oxford: OUP, 2009). 
 

 

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