Corporate governance examines how corporations induce their managers to maximize shareholder value through incentives and monitoring institutions. Incentive plans, such as compensation packages, serve to align managerial and shareholder interests, Monitoring institutions, such as the board of directors and auditors, serve to oversee management and increase transparency, accountability, and credibility. In addition to these internal governance mechanisms, corporations are also disciplined by external factors such as product-market competition, laws and regulation, and the market for corporate control. This course analyzes how good corporate governance can mitigate incentive and information problems, nurture great leaders, and foster great companies.