2026/2027
Надлежащее корпоративное управление в эпоху деглобализации
Статус:
Маго-лего
Кто читает:
Департамент международного права
Где читается:
Факультет права
Охват аудитории:
для всех кампусов НИУ ВШЭ
Язык:
русский
Кредиты:
6
Контактные часы:
48
Программа дисциплины
Аннотация
This is a practice-intensive course providing an in-depth perspective of the key building blocks of good corporate governance (CG) in contemporary context. A special focus area of the course will be the governance of technology, as a cutting-edge emerging element of good CG practices.
The course provides students with an overview of the key international CG standards and tools, preparing them for professional opportunities involving interactions with the Boards of Directors and other senior corporate leaders. The core purpose of the course is to stimulate students to think critically and to be able to formulate informed and substantiated practical advice in relation to key current CG challenges.
There is no final exam for this course. Students are expected to attend lectures and participate in seminar discussions, to draft best-practice company charter, to participate in a business game reflecting Board Meeting, to review mock internal governance regulations, to analyze technology governance case-study and to deliver a group presentation on comparative analysis of CG frameworks in selected countries.
Pre-requisites for the course
To master the discipline, students are expected to have basic knowledge of the key concepts of corporate law or management, to have skills of working with scientific literature, as well as with analytical and statistical materials. Students willingness to actively contribute to the course is a key pre-requisite for its successful completion.
The course is offered in English, and students are expected to be able to communicate in English, both orally and in writing. Students can communicate with the lecturer via email, LMS etc. both in English and Russian.
Цель освоения дисциплины
- By the end of the course, students will have gained knowledge of the key theoretical and practical aspects of CG, including various theories on the nature of the company, and the implications of these theories on the development of different CG approaches. The course will pay special attention to equip students with competences to adequately use variety of practical reference materials, such as international standards and references (e.g. OECD CG Guidelines, IFC CG Methodology, ISO 37000 – Governance of Organizations), as well as good practice sample documents, in order to formulate their recommendations for adequate CG solutions in a specific company. Students will also learn to conduct research, particularly focusing on comparative analyses of CG practices across countries and legal systems, and to asses those practices as per the international standards and contemporary theoretical paradigms.
Планируемые результаты обучения
- Students are expected to gain systematic knowledge and understanding of the key CG concepts and theories in the context of ongoing deglobalization processes, and be able to apply those to specific legal contexts and individual company realities.
- Students will be able to competently use CG terminology and to critically assess references employing such terminology.
- Students will develops skills to use variety of sources, incl. national regulations, international standards and best practice model documents to develop practical solutions on the level of individual companies and to support implementation of quality CG frameworks on national level.
- Students will develop professional research skills and abilities, comprising adequate usage of major journals, blogs and dedicated websites to carry out research activities and analyze current themes in CG, including ability to apply systematic research approach and to use comparative methods of analysis.
- Students will contribute to a collaborative and interactive learning environment, incl. by participation in discussions, business games, group presentations and drafting and review of mock company regulations.
- Students will develop and polish critical thinking, incl. through formulation of well elaborated arguments in written submissions and outlining of key argument points during in-class discussions and business games.
Содержание учебной дисциплины
- Topic 1. Company and Types of Shareholdings: Contemporary Perspectives
- Topic 2. Corporate Governance: From Convergence of Practices to Deglobalization Realities
- Topic 3. Shareholders and other Key Stakeholders: Does One Size Fit All and Why Not?
- Topic 4. Board of Directors: Maintaining the Differentiation between the Single-Tier and Two-Tier Board Structures.
- Topic 5. Control Environment and Risk Governance: Areas of Consensus and Continued Convergence.
- Topic 6. Transparency and Disclosure.
- Topic 7. Technology Governance.
- Topic 8. Comparative Analysis of CG Frameworks in Selected Countries.
Элементы контроля
- Drafting Company Charter (team assignment)Drafting Company Charter (team assignment). For Seminar 1, students will be divided in teams, and each team will be expected to draft a Company Charter reflecting good CG practices for a specific type of company (for multinational corporation, state owned enterprise, family business, medium size company etc.). Details on all assignments will be provided during the course. To prepare for the seminars, it is necessary to study carefully the material assigned before the lesson. Particular attention should be paid to the primary sources, and the correct terminology.
- Business Game: Board of Directors Meeting (individual assignment)Details on all assignments will be provided during the course. To prepare for the seminars, it is necessary to study carefully the material assigned before the lesson. Particular attention should be paid to the primary sources, and the correct terminology.
- Review of mock Company Corporate Governance Regulations (team assignment)For Seminar 3, students will be divided in teams, and each team will receive one CG regulation in a given company and will be expected to review it and recommend edits (e.g. a rulebook for the Board of Directors, rulebooks for various Board committees, internal company regulations for various control functions etc.). Details on all assignments will be provided during the course. To prepare for the seminars, it is necessary to study carefully the material assigned before the lesson. Particular attention should be paid to the primary sources, and the correct terminology.
- Case Study Analysis: Technology Governance (individual assignment)For Seminar 4, students will receive case studies on practical aspects of governance of a technology in a given company, and each student will be expected to provide answers to the questions in the relevant case study. Details on all assignments will be provided during the course. To prepare for the seminars, it is necessary to study carefully the material assigned before the lesson. Particular attention should be paid to the primary sources, and the correct terminology.
- Group Presentation: Comparative Analysis of CG Frameworks in Selected Countries (team assignment)For Seminar 5, students would be expected to deliver a Final Group Presentation on comparative analyses of CG frameworks in selected countries, and to asses those frameworks as per the international standards and new theoretical paradigms. Details on all assignments will be provided during the course. To prepare for the seminars, it is necessary to study carefully the material assigned before the lesson. Particular attention should be paid to the primary sources, and the correct terminology.
Промежуточная аттестация
- 2026/2027 2nd module0.2 * Review of mock Company Corporate Governance Regulations (team assignment) + 0.3 * Group Presentation: Comparative Analysis of CG Frameworks in Selected Countries (team assignment) + 0.2 * Business Game: Board of Directors Meeting (individual assignment) + 0.1 * Case Study Analysis: Technology Governance (individual assignment) + 0.2 * Drafting Company Charter (team assignment)
