Greater investor protection lowers the cost of capital and results in greater financial development and economic growth. As a result, countries are searching for a set of ”standards” including governance practices, rules and regulations that will promote private sector development. In Europe, Asia and Latin America, much of the governance debate focuses on protecting small investors from the actions of large, controlling shareholders. In the United States, the debate focuses in particular on the failure of many boards to protect outside investors from powerful corporate managers. The course will focus upon areas such as asset tunneling in corporate pyramidal structures, hostile takeovers and the failure of the market for corporate control, mutual fund governance, executive compensation policies, corporate transparency and the value of the shareholder vote. Students will be expected to research corporate governance issues in selected companies and countries, and then to project the extent to which increasing international capital flows causes governance systems to converge towards a global standard.