シラバス Syllabus

授業名 AI and Corporate Governance
Course Title AI and Corporate Governance
担当教員 Instructor Name Sung Soo Eric Kim
科目ナンバリングコード Course Numbering Code
授業形態 Class Type 講義 Regular course
授業形式 Class Format On Campus
単位 Credits 2
言語 Language EN
科目区分 Course Category
学位 Degree BBA
開講情報 Terms / Location 2026 UG Nisshin Term4
コード Course Code NUC481_N26B
メジャー Major

授業の概要 Course Overview

Mission Statementとの関係性 / Connection to our Mission Statement

This course supports the Mission Statement of Nagoya University of Commerce & Business by developing students who can hold organizations accountable for what their systems do. Students sit in the seat of directors and executives who must decide how far to delegate judgment to machines, when to release a system that cannot be fully verified, and who answers when harm follows. Cases span the United States, Europe, India, and Japan, and the regulatory divergence among them is itself part of the material, so students practice reasoning across the boundary between the new era of Asia and the rest of the world. In requiring students to take ethical positions and defend them under challenge, the course cultivates the Frontier Spirit and the ethical judgment the mission calls for.

授業の目的(意義) / Importance of this course

Boards and executives are being asked to govern systems they did not build and cannot fully explain. The classical instruments of corporate governance — the duty of oversight, the allocation of decision rights, disclosure, and legal liability — were designed for a firm in which judgment sat with people. Artificial intelligence moves some of that judgment into systems that act at scale, fail in correlated ways, and cannot account for themselves.

By studying this course, students will deepen their understanding of what changes and what does not. The course opens deliberately with a governance failure that involved no AI at all, because the claim that AI makes oversight harder can only be made against a clear picture of how oversight already fails. It then works through the decisions AI actually forces: whether to codify expert judgment, when to release an unverifiable system, how far to delegate authority, who is accountable for autonomous action, what must be disclosed and to whom, and where a firm should draw a line the law does not yet require.

The course is taught entirely through the case method. There are no lectures in the conventional sense. Each session centers on a real organization facing a real decision, and students take the position of those who had to decide. Class time is spent building an argument collectively: students take positions, defend them under questioning, and revise them when a classmate's reasoning proves stronger. The instructor directs that inquiry rather than delivering conclusions. Frameworks and concepts emerge from the discussion rather than preceding it.

No prior study of law, accounting, or computer science is assumed.

学修到達目標 / Achievement Goal


By the end of this course, students will be able to,

Knowledge and Understanding: Explain the separation of ownership and control, the agency problem, and the duty of oversight, and describe how these apply — and fail to apply — when judgment is exercised by a system,
Specialized Skills: Assess whether an organization's governance and control structures are adequate to the technology it deploys; judge when a system is ready to release; allocate decision rights among board, management and machine; trace accountability across developer, deployer, executive and director,
General Abilities: Analyze an unstructured situation, identify the decision that must actually be made, and take a defensible ethical position under incomplete information; argue persuasively in a demanding discussion environment,
Attitudes: Recognize responsibility as something an organization holds rather than something it can transfer to a vendor or a system, and weigh competitive cost against restraint honestly.

本授業の該当ラーニングゴール Learning Goals

*本学の教育ミッションを具現化する形で設定されています。

LG1 Critical Thinking
LG3 Ethical Decision Making
LG4 Effective Communication
LG6 Managerial Perspectives (BBA)

受講後得られる具体的スキルや知識 Learning Outcomes


By completing this course, students will gain,

The ability to read an organization's governance structure and identify where oversight is likely to fail before it does,
A way of thinking about whether and how far to codify expert judgment into a system, and about what becomes fragile once scale is achieved,
The judgment to decide whether to release a system that cannot be fully verified, and to set the trade-off between safety and speed deliberately rather than by default,
The ability to allocate decision rights among boards, managers and autonomous systems, and to specify what supervision of a system actually consists of,
A method for tracing accountability across developer, deployer, executive and director when harm occurs,
An understanding of what must be disclosed, to whom, and when — including to regulators — as AI is embedded in core processes,
The ability to judge where a firm should draw a line the law does not require, and to argue for it in competitive terms.

SDGsとの関連性 Relevance to Sustainable Development Goals

Goal 9 産業と技術革新の基盤をつくろう(Industry, Innovation and Infrastructure)

教育手法 Teaching Method

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

事前学修と事後学修の内容、レポート、課題に対するフィードバック方法 Pre- and Post-Course Learning, Report, Feedback methods

I. Prerequisites for the Course

Students are expected to dedicate 2 to 4 hours of preparation before each case.

Pre-Class Preparation
Every case is distributed in advance. No case materials are handed out during class. Where a case comes in several parts — (A), (B) — all parts are assigned and read together as one package before the session.
Read the assigned case in advance and come prepared to take a position and defend it.
Cold calls are a standard and graded part of this classroom.
Post-Class Review
Revisit the frameworks that emerged in discussion and apply them to an organization of your own choosing, in preparation for the final report.

Assignment questions are issued for every case in a separate assignment sheet. A laptop is required.

II. Final Report

Case to be used: all cases. Assignment: synthesize what you have learned across the cases discussed in class and design an AI governance structure. Detailed instructions will be announced during the course. Individually written and individually graded; students may research and discuss together, but every submission is the student's own work. Submission Deadline: 11:00 pm on the final class day. Submission Method: via Google Classroom (within 20 A4 pages, Times New Roman 12pt, double-spaced, PDF).

III. Feedback

There is no written preparatory report in this course. Feedback is given in three ways. First, contribution is acknowledged and challenged in class as discussion proceeds — this is the primary feedback mechanism of the case method, and it is continuous. Second, each student receives an individual written comment on the quality of their class contribution at the midpoint of the term, so that there is time to act on it before the final grade. Third, the final report receives written comments through Google Classroom on submission. No work is due after the course ends.

授業スケジュール Course Schedule

第1日(Day1)

This course is conducted through the case method, class discussion, and problem-finding and problem-solving work, in a bidirectional exchange between instructor and students and a multidirectional exchange among students.


Corporate Governance and the Duty of Oversight

Separation of ownership and control, and the agency problem. Duty of care and duty of loyalty; the business judgment rule; the duty to monitor. What a board is expected to know, and where liability lies for not knowing. A failure in a technical domain the board could not follow — and there is no AI in this case, which is the point.

●使用するケース
Srinivasan, S., Paine, L. S., & Goyal, N. (2016, revised 2019). Cyber breach at Target (Harvard Business School Case No. 117-027-PDF-ENG). Harvard Business School Publishing.

第2日(Day2)

Codifying Tacit Knowledge: Scale and Fragility

What formalizing expert judgment makes possible — supervision of judgment that could not previously be supervised, consistency, measurable bias. What it costs: the residue that cannot be articulated, and failure modes that appear only in exceptional cases. Knowledge that once walked out the door becomes an asset that can leak. Scale and fragility arrive together.

●使用するケース
Bojinov, I. I., Lakhani, K. R., Sasso, S., & Knoop, C.-I. (2025). K Health: Building an AI physician model (Harvard Business School Case No. 625-079-PDF-ENG). Harvard Business School Publishing.
Srinivasan, S., & Gonzalez, G. (2026). Workfabric AI: Building AI twins (Harvard Business School Case No. 126-087-PDF-ENG). Harvard Business School Publishing.

第3日(Day3)

Release a system that cannot be fully verified, or hold it. Who sets the exchange rate between safety and speed. What "tested" means for a probabilistic system. Correlated failure: one system's error applied uniformly rather than scattered across many judgments. The competitive cost of restraint when rivals ship.

●使用するケース
Gallani, S., Huckman, R. S., Srinivasan, S., Bitton, A., & Sonnefeldt, K. (2026). The AI scribe: Enhancing physician presence and curbing burnout at Mass General Brigham (A) (Harvard Business School Case No. 126-061-PDF-ENG), with supplement (B) No. 126-064-PDF-ENG. Harvard Business School Publishing. Both parts are read together.

第4日(Day4)

Decision Rights: Boards, Managers, and Machines

Who holds authority, and how far it is delegated. Board composition and technical literacy. What directors should be asking and what answers they can evaluate. Delegation to systems: how far, supervised by whom, and what supervision of an agent consists of. The limits of oversight when the delegate cannot explain itself.

●使用するケース
Paine, L. S., Srinivasan, S., & Hurwitz, W. (2024, revised 2026). Governing OpenAI (A) (Harvard Business School Case No. 324-103-PDF-ENG). Harvard Business School Publishing.

第5日(Day5)

Accountability for Autonomous Systems

Harm has occurred — who answers? Tracing responsibility across developer, deployer, executive and director. Vendor liability when judgment itself was what was outsourced. Why fault-based frameworks strain when no single actor caused the outcome. What changes when harm reaches a person rather than a balance sheet.

●使用するケース
Srinivasan, S., & Ni, L.-K. (2023). Ransomware attack at Springhill Medical Center (Harvard Business School Case No. 123-065-PDF-ENG). Harvard Business School Publishing.
Puri, S., Mahanta, P., & Kumar, M. (2025). Workday: Navigating the artificial intelligence bias dilemma (Ivey Publishing Case No. W42546-PDF-ENG). Ivey Publishing.

第6日(Day6)

Disclosure, Control, and Regulatory Notification

What must be told, to whom, and when, once AI is embedded in core processes. Whether to centralize control of a capability that has been deliberately distributed, or to leave it distributed. What an organization owes regulators when systems it did not individually approve enter decisions that matter. The tension between speed through widespread adoption and the risks that follow it.

●使用するケース
Bojinov, I. I., Lakhani, K. R., Hildebrandt, A., & Weber, J. (2025). Moderna: Democratizing artificial intelligence (Harvard Business School Case No. 625-070-PDF-ENG). Harvard Business School Publishing.

第7日(Day7)

Regulation, Responsible AI, and Competitive Position

Where to draw a line the law does not require. Regulatory divergence across the European Union, the United States and Asia, and what divergence does to market and architecture choices. Governing under regulatory uncertainty. Non-state disciplinarians: investors, litigants, media, public opinion. Whether responsible AI is a constraint or a position, and what a firm gains by publicly refusing something.

●使用するケース
Gupta, P., & Gupta, S. (2025). Meta's quagmire: AI algorithms and social media's legal-ethical maze (Ivey Publishing Case No. W41381-PDF-ENG). Ivey Publishing.

成績評価方法 Evaluation Criteria

*成績は下記該当項目を基に決定されます。
*クラス貢献度合計はコールドコールと授業内での挙手発言の合算値です。
講師用内規準拠 Method of Assessment Weights
コールドコール Cold Call 0 %
授業内での挙手発言 Class Contribution 100 %
クラス貢献度合計 Class Contribution Total 100 %
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 0 %
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

Students are expected to study the case assigned for each week.

By university policy, active class participation is a fundamental component of this course, accounting for 70% of the final grade. In assessing class participation, emphasis will be placed on the quality of contributions rather than mere frequency. Thoughtful engagement in discussions — demonstrating logical reasoning and deep insights — will be valued over simply sharing facts, paraphrasing, or summarizing previous points.

This course deals with questions on which reasonable people disagree. Students are expected to take positions and defend them, and are credited for changing a position when a classmate's reasoning warrants it. Declining to take a position is not neutrality.

Cold calls are a standard and graded part of this classroom. Students who do not participate in discussion cannot learn by this method, and their grade will reflect that.

The final report is graded on the strength of original reasoning, not on summary. It is important to deliver your own thoughts and critical reasoning, built on the cases discussed in class.

Turning in the assignment with imperfect English is fine. Using generative AI to write your report is strictly prohibited; where I judge that a report has been written by AI, it will receive zero points.

All grading is individual. Students may research and discuss together, but every submission is the student's own work.

配布教材と教室における電子機器の利用マナーについて Guidelines for Classroom Technology and Proper Use of Course Materials

  1. ケースメソッド教育の中核は、積極的な参加と知識の共有です。この教育を支えるため参加者は授業中の電子機器(例:スマートフォン、ノートパソコン)の使用を制限するよう求められます。許可を得た場合でも、教室内では電子機器は、ケース討議に資する目的でのみ使用してください。授業中は、たとえケース討議に関連していても、検索エンジンや生成AIの使用は避けて下さい。
  2. 配布教材(ケースを含む)は指定された授業への参加以外の目的で利用しないで下さい。著者の権利、著作権、特定情報の機密性を保護するため、許可なく教材を個人や組織(生成AI を含む)に提供することはできません。このルールは、印刷物・電子教材のいずれにも適用されます。
  1. Active participation and shared learning is at the core of the case method learning. Participants are asked to limit their use of electronic devices (e.g., laptops, smartphones) during classroom sessions in support of this model. Even with permission granted, devices should only be used in the classroom in service to the case discussion. Online searches and generative AI tools, even if related to the case discussion, are discouraged while class is in session.
  2. Students are prohibited from using the course materials (including cases) distributed by the university for any purpose other than participation in the designated class. Students must not input, process or test course materials with any artificial intelligence (AI) tools, bots, software, or platforms without the author's permission. These actions violate the terms of use for the course materials and may also constitute copyright infringement.

教科書 Textbook

  • N/A「N/A」N/A(N/A)

参考文献・資料 Additional Readings and Resource

N/A

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

Newly Assigned Course

担当教員のプロフィール About the Instructor 

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