シラバス Syllabus

授業名 Corporate Governance from Investors’ Perspective
Course Title Corporate Governance from Investors’ Perspective
担当教員 Instructor Name 古賀 健太郎(Kentaro Koga)
コード Couse Code EST210_G22V
授業形態 Class Type 講義 Regular course
授業形式 Class Format Live Virtual
単位 Credits 1
言語 Language EN
科目区分 Course Category 入門科目0系 / Pre
学位 Degree Exed
開講情報 Terms / Location 2022 GSM ONLINE Fall

授業の概要 Course Overview

The present course stands on the NUCB mission statement. Specifically, the course contributes to dissemination of knowledge that develops the businesses and the societies. Furthermore, the course helps the business leaders guide the firms (corporations) to drive the performance without any distortion and, thereby, ethically.
Economic theory claims that firms should maximize the shareholders' value while addressing other stakeholders' interests. Yet, the business press reports many corporate governance conflicts between shareholders, or more generally investors, and management. The articles often describe such an incident as scandal in which management avert effort to manage the firms on behalf of the shareholders. The management cannot solve the corporate governance problem just by greater effort, however, unless they understand the intrinsic forces behind the corporate governance. This is especially true in Japan where management traditionally relied little on markets to raise capital. The present course lays out the economic theory of corporate governance that has shaped the contemporary research of corporate finance, accounting and organizational behavior.
The present course aims to provide the students the framework of corporate governance from investors' perspective and equip them with the options for the management to solve the corporate governance problems. Frequently, the society attribute any management problem (e.g., violation of product inspection rule) to the lack of corporate governance (e.g., management's effort aversion). The course does not take such broad perspective but focuses on the investors' perspective highlighting the conflicts between investors and management. The broad perspective may hinder any corporate governance solution by obscuring the fundamental causes of the problem; the focused perspective should guide the students to specific solutions to the corporate governance problems. Although this course takes the investors' perspective, the course covers the options that the management may take on behalf of the investors instead of investors' actions. This course therefore should benefit the students who desire to lead a firm in the future as top management facing corporate governance problem.

本授業の該当ラーニングゴール Learning Goals


LG1 Critical Thinking
LG3 Ethical Decision Making
LG4 Effective Communication
LG5 Executive Leadership (EMBA)
LG6 Innovative Leadership (MBA)

受講後得られる具体的スキルや知識 Learning Outcomes

By the end of the present course, the students will be able to:
• understand the different interests between investors and management
• understand management's information advantage over investors
• generate specific solutions to the problems of corporate governance from investors' perspective

SDGsとの関連性 Relevance to Sustainable Development Goals

Goal 4 質の高い教育をみんなに(Quality Education)

教育手法 Teaching Method

教育手法 Teaching Method % of Course Time
インプット型 Traditional 40 %
参加者中心型 Participant-Centered Learning ケースメソッド Case Method 60 %
フィールドメソッド Field Method 0 %
合計 Total 100 %

学習方法、レポート、課題に対するフィードバック方法 Course Approach, Report, Feedback methods

Each session is split into two parts: lecture and case discussion. In the first part, the lecturer explains the management accounting and control tools, but with an interactive pedagogy, soliciting questions and comments from the students. In the second part, the lecturer leads the discussion of the assigned case that sheds light on the lecture content.

Both the lecture and case discussion parts of each session are interactive. The lecturer encourages active class participation among students by asking questions and commenting on other students’ ideas. Although the lecturer leads the interactions, students should learn the discovery process in which they actively resolve the issues amongst themselves, and not passively wait for an “answer.”

After Day 1, the lecturer informs each student of the interim class contribution grade so that he or she can improve in Day 2.

授業スケジュール Course Schedule


• Conflict of interests between investors and management

• Management's information advantage over investors

General Dynamics: Compensation and Strategy (A) & (B) (HBP Case 494048-PDF-ENG, 494049-PDF-ENG)

CUC International, Inc. (A) & (B) (HBP Case 192099-PDF-ENG, 192100-PDF-ENG)


• Dilemma of incentive system as corporate governance solution

• Clash of capitalism

Bausch & Lomb, Inc. (A), (B) & (C) (HBP Case 101010-PDF-ENG, 101008-PDF-ENG, 101009-PDF-ENG)

Sony Corporation-Is the Sum Greater Than the Parts? (Thunderbird School of Global Management Case TB0365-PDF-ENG)






成績評価方法 Evaluation Criteria

講師用内規準拠 Method of Assessment Weights
コールドコール Cold Call 5 %
授業内での挙手発言 Class Contribution 45 %
クラス貢献度合計 Class Contribution Total 50 %
予習レポート Preparation Report 0 %
小テスト Quizzes / Tests 0 %
シミュレーション成績 Simulation 0 %
ケース試験 Case Exam 0 %
最終レポート Final Report 50 %
期末試験 Final Exam 0 %
参加者による相互評価 Peer Assessment 0 %
合計 Total 100 %

評価の留意事項 Notes on Evaluation Criteria

使用ケース一覧 List of Cases


教科書 Textbook

  • 配布資料

参考文献・資料 Additional Readings and Resource


授業調査に対するコメント Comment on Course Evaluation

The lecturer teaches this course for the first time.

担当教員のプロフィール About the Instructor 




Professor Kentaro Koga received the Bachelor of Economics from the University of Tokyo, the Master of Business Administration from Columbia University in the US, and the Doctor of Business Administration from Harvard University in the US.

Professor Koga joined the NUCB in 2021. He also taught at Hitotsubashi University (1998-2021), the University of Illinois at Urbana-Champaign (2002-2009) in the US and Waseda University (1998-2001). At the University of Illinois at Urbana-Champaign, he won the College of Business Alumni Excellence-in-Teaching Award (2005) and the Accountancy Department Head’s Award (2005) and entered the Incomplete List of Teachers Ranked As Excellent by Their Students (2002-2006, 2008, 2009, respectively).

Professor Koga conducts empirical research on how managers use accounting information to make decisions and motivate employees. In particular, he is interested in the contribution of accounting information to corporate governance, the balanced scorecard that initiates strategic innovation, the interrelationship between cost systems and management decisions, and the practice of target costing during the product development process. He has studied firms in the camera, electronics and banking industries. In 1998, Professor Koga won the Strategic Management Society/McKinsey Best Conference Paper Prize (Honorable Mention).

(実務経験 Work experience)


Professor Koga served as the director and the audit and supervisory committee member of Dentsu Group Inc. (2012-2022) and the corporate auditor of Resona Bank, Ltd. (2013-2019). He worked as a management consultant for Mitsubishi Research Institute, Inc. (1985-1991).

Refereed Articles

  • (2020) Strategy emergence through interactive control systems: Evidence from executive meetings. The Journal of Cost Accounting Research 44(2):