Corporate Governance
Influence, Strategies, Action!
Course Syllabus 2027
A course by Marvin Cheung. Email Marvin@UnbuiltLabs.com to join the waitlist. Host to be announced.
Jan 26th - Mar 2nd 2027, Every Tuesday 1-3pm New York time / 6-8pm London time
A good boardroom story unfolds like a TV drama. This course will discuss some serious topics in U.S. corporate governance, but its goal is to bring to life how these systems of rules can change the trajectories of companies — and the lives of the people around them. It will show you what happens behind the scenes and how different actors come together to achieve their objectives. This course is designed for new directors, experienced directors looking to engage with current developments, and those who seek to influence boards.
Structured as a graduate level seminar, this non-credit 6-week course is discussion-oriented, with no formal assessments. Chatham House Rule applies to create a trusted forum. Each week includes a thematic and an industry focus, as well as a case discussion. All readings are open access and curated for their engaging narratives. You will see the companies you know in the readings: Disney, Chanel, Sotheby’s, Microsoft, McKinsey, OpenAI, Carlyle Group, Boeing, YCombinator, and many more. It is beginner friendly with no required pre-requisites. If you are interested in corporate governance, this is the place to be.
Week 1 – What does the board do? What are some of the major debates you should know to get started? An introduction to boards: picking an heir in family businesses.
Week 2 – What is the role of the board chair? Should the chair be independent? Rethinking “best practices” in corporate governance through a case in the consulting industry.
Week 3 – What happens when the board’s interests are divided? What are the problems associated with dual fiduciary and dual class structure? From company formation to IPO and contested sales in the venture capital and private equity industries.
Week 4 – How does a board choose a CEO? Succession planning, activist disruptions, and CEO appointment in the luxury industry.
Week 5 – What is the board’s responsibility in “oversight”? What are the limits? Managing risks, crises, and intangible assets like branding in the travel industry.
Week 6 – What happens when nature enters the boardroom? Climate risk and governance in the real estate industry.
The series builds on the success on Unbuilt Labs’ work on board leadership, and in particular, our Certificate Board Leadership Program on Quantum and AI which is well reviewed by private and corporate directors. Participants are encouraged to read at least one of the readings for each week, though of course, you will benefit most from the course if you complete all of the readings.
· January 26th
Week 1
What does the board do? What are some of the major debates you should know to get started? An introduction to boards: picking an heir in family businesses.
Reading A. How hands on should a board director be? Exploring the role of a board director in light of their fiduciary responsibilities.
“Corporate Boards of Directors: Advisors or Supervisors,” Tamar Frankel, University of Cincinnati Law Review, 2008, pp. 501–521. Available at: https://scholarship.law.bu.edu/faculty_scholarship/1042
Reading B. Who governs? A contemporary view of the property vs entity conception of the American corporation, and an introduction to the shareholder primacy doctrine.
“Unrealized Potential: Misconceptions About Corporate Purpose and New Opportunities for Business Education,” Miguel Padró, The Aspen Institute Business and Society Program, 2014, pp. 1–13. Available at: https://doi.org/10.2139/ssrn.2443352
Reading C. What should you say at a board meeting? An introduction to board minutes.
“AI Drafting Board Minutes? Hold Up, Wait a Minute. It’s Complicated,” Sonia K. Nijjar, Jenness E. Parker, and Yingchuan (Grace) Mo, Harvard Law School Forum on Corporate Governance, 22 June 2026. Available at: https://corpgov.law.harvard.edu/2026/06/22/ai-drafting-board-minutes-hold-up-wait-a-minute-its-complicated/
Case Discussion: A fun succession planning case and an introduction to boards. Who should be the heir to the family business?
“Family Company Governance Case,” Martin Hilb, In Martin Hilb (ed.), New Living Cases on Corporate Governance, Springer, 2021, pp. 3–4. Available at: https://doi.org/10.1007/978-3-030-48606-8_1
· February 2nd
Week 2
What is the role of the board chair? Should the chair be independent? Rethinking “best practices” in corporate governance through a case in the consulting industry.
Reading A. When does “best practice” become a tool for influence? Rethinking corporate governance “best practices”.
“Dealing with Activist Hedge Funds and Other Activist Investors”, Martin Lipton, Harvard Law School Forum on Corporate Governance, 26 January 2017. Available at: https://corpgov.law.harvard.edu/2017/01/26/dealing-with-activist-hedge-funds-and-other-activist-investors
Reading B. Why is the independent board chair the “best practice”? An introduction to the principal-agent problem and the debates on “independence”.
“To Be or Not to Be Both CEO and Board Chair”, Thuy-Nga T. Vo, Brookly Law Review, 2010, pp. 65–129. Available at: https://open.mitchellhamline.edu/facsch/184/
Reading C. Is there a case for a visionary executive board chair? A review of dual-class structure and an argument against “best practices”.
“Corporate Control and Idiosyncratic Vision”, Zohar Goshen and Assaf Hamdani, The Yale Law Journal, 2016, pp. 560–617. Available at: https://yalelawjournal.org/article/corporate-control-and-idiosyncratic-vision
Case Discussion: What led to McKinsey’s restructuring and newly separate role of independent board chair? What is the role of the chair? What are the pros and cons of this governance change?
“McKinsey Revamps Governance With Independent Board Chair”, Global Consultants Review Team, Global Consultants Review, 3 July 2026. Available at: https://www.globalconsultantsreview.com/news/mckinsey-revamps-governance-with-independent-board-chair-nwid-6050.html
· February 9th
Week 3
What happens when the board’s interests are divided? What are the problems associated with dual fiduciary and dual class structure? From company formation to IPO and contested sales in the Venture Capital and Private Equity industries.
Reading A. What does it mean if you’re a board observer with no voting rights? Access, concerns, and liability.
“Board Observers”, Nizan Geslevich Packin and Anat Alon-Beck, University of Illinois Law Review, 2025, pp. 1507–1568. Available at: https://illinoislawreview.org/print/vol-2025-no-5/board-observers/
Reading B. Who gets to vote? Discussing dual-class structure in American tech IPOs and its broader socio-political impact. From Paypal, Microsoft, and OpenAI, to Founders Fund, Sequioia, and YCombinator.
“The political economy of venture capital: winners-take-all and founder control,” David Kampmann, Socio-Economic Review, 2026, pp. 921–949. Available at: https://doi.org/10.1093/ser/mwaf065
Reading C. What can founders do to manage pressures from VCs to sell? A pathway to challenge dual-fiduciary directors in Delaware courts.
“Conflicting Fiduciary Duties and Fire Sales of VC-backed Start-ups,” Bo Bian, Yingxiang Li, and Casimiro A. Nigro, Harvard Law School Forum on Corporate Governance, 1 February 2023. Available at: https://corpgov.law.harvard.edu/2023/02/01/conflicting-fiduciary-duties-and-fire-sales-of-vc-backed-start-ups/
Case Discussion: Manti Holdings, LLC v. The Carlyle Group Inc. asks whether the directors of Authentix, which was majority-owned by affiliates of a PE firm, breached their fiduciary duties in connection with the sale. How did Carlyle’s fund structure and sale process protect the directors? Was it worth fighting the lawsuit?
“It Took Seven Years But PE Firm Proves No Conflict in Sale Transaction,” Philip H. DeVoe and Andrew W. Stern, Sidley, 28 January 2025. Available at: https://ma-litigation.sidley.com/2025/01/it-took-seven-years-but-pe-firm-proves-no-conflict-in-sale-transaction/
· February 16th
Week 4
How does a board choose a CEO? Succession planning, activist disruptions, and CEO appointment in the luxury industry.
Reading A. What happens outside of board meetings? All the little conversations between flying to Aspen for dinner and Thanksgiving sailing trip to the British Virgin Islands.
“Disney Examined: A Case Study in Corporate Governance and CEO Succession,” Lawrence Lederman, New York Law School Law Review, 2007-2008, pp. 557–582. Available at: https://digitalcommons.nyls.edu/nyls_law_review/vol52/iss4/5/
Reading B. How might activist investors succeed in creating change in management and acquire board representation? A case on Third Point vs. Sotheby’s.
“Dancing with Activists,” Lucian A. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch, Harvard Law School Forum on Corporate Governance, 30 May 2017. Available at: https://corpgov.law.harvard.edu/2017/05/30/dancing-with-activists/
Reading C. How might management gather support against activist investors? When a media campaign works.
“Rewriting the Proxy Playbook: Trian Partners vs. Disney Case Study,” Patrick J. McHugh and Bruce H. Goldfarb, Harvard Law School Forum on Corporate Governance, 16 September 2024. Available at: https://corpgov.law.harvard.edu/2024/09/16/rewriting-the-proxy-playbook-trian-partners-vs-disney-case-study/
(Optional) Reading D. What tools are available to activist investors and how might boards prepare a response? A more complete list.
“Dealing with Activist Hedge Funds and Other Activist Investors,” Martin Lipton, Steve Rosenblum, Elina Tetelbaum, Karessa Cain, Carmen Lu, and Anna Dimitrijevic, Harvard Law School Forum on Corporate Governance, 4 September 2024. Available at: https://corpgov.law.harvard.edu/2024/09/04/dealing-with-activist-hedge-funds-and-other-activist-investors-7/
Case Discussion: What does Chanel’s new CEO from Unilever tell us about the company — its positioning, challenges, clientele? Why did the board approve her appointment?
“Fashion house Chanel hires Unilever consumer goods veteran as CEO,” Silvia Aloisi and Mimosa Spencer, Euronews by Reuters, 14 December 2021. Available at: https://www.euronews.com/2021/12/14/chanel-ceo
· February 23rd
Week 5
What is the board’s responsibility in “oversight”? What are the limits? Managing risks, crises, and intangible assets like branding in the travel industry.
Reading A. When stockholders bring a lawsuit for board action or inaction, what is the first line of defense? The importance of board minutes and a review of board responsibilities.
“The Angel’s in the Details: The Importance of Well-Drafted Board Minutes,” Sonia K. Nijjar, Jenness E. Parker, and Lauren N. Rosenello, Harvard Law School Forum on Corporate Governance, 15 January 2023. Available at: https://corpgov.law.harvard.edu/2023/01/15/the-angels-in-the-details-the-importance-of-well-drafted-board-minutes/
Reading B. What does a public company owe to the public? What is the role of the board in overseeing the protection of societal interests? Understanding “mission critical” risks and the board’s responsibilities.
“Max Oversight Duties: How Boeing Signifies a Shift in Corporate Law,” Roy Shapira, The Journal of Corporation Law, 2023, pp. 119–143. Available at: https://jcl.law.uiowa.edu/articles/2023/01/max-oversight-duties-how-boeing-signifies-shift-corporate-law
Reading C. What should happen when a board is in crisis? Managing feedback, escalation processes, communications, and reputational risks.
“How Your Board Can Be Ready for Crisis,” Paula Loop, Harvard Law School Forum on Corporate Governance, 7 July 2017. Available at: https://corpgov.law.harvard.edu/2017/07/07/how-your-board-can-be-ready-for-crisis/
Case Discussion: Jaguar had a controversial rebrand that received significant backlash on social media. What responsibility does the board have in overseeing valuable intangible assets like branding? What options does the board have in the middle of a social media backlash? What should remain the responsibility of management?
“Even Jaguar’s Designers Weren’t Convinced By Controversial Rebranding, Leaked Letter Claims,” Chris Chilton, CarScoops, 14 January 2025. Available at: https://www.carscoops.com/2025/01/even-jaguar-insiders-werent-convinced-by-controversial-rebranding-exercise-report-claims/
· March 2nd
Week 6
What happens when nature enters the boardroom? Climate risk and governance in the real estate industry.
Reading A. How is climate affecting real estate? From California wildfires to resilience work.
“Climate Risk, CRE Insurance Are Changing the Pro Forma,” Anca Gagiuc, Commercial Property Executive, 13 August 2026. Available at: https://www.commercialsearch.com/news/climate-risk-cre-insurance-are-changing-the-pro-forma/
Reading B. How will real estate companies and communities be affected? An uneven distribution of risks.
“Who bears rising commercial property insurance costs?” Minjoo Kim, Prateek Mahajan, and Zirui Wang, Hutchins Center on Fiscal and Monetary Policy at Brookings, 7 July 2026. Available at: https://www.brookings.edu/articles/who-bears-rising-commercial-property-insurance-costs/
Reading C. How might nature be represented on boards? A review of legal and governance implications in practice.
“Appointing Nature to the Board - can it be done?” Stevens & Bolton LLP., Lexology, 29 February 2024. Available at: https://www.lexology.com/library/detail.aspx?g=e8030429-d4f2-49fa-ae7c-26bc621c9d32
Case Discussion: KB Home is developing communities in California where wildfire risk is an increasingly important concern. You are the Chair of the governance committee on the board of KB Home, and the Non-Executive Board Chair asked you for your thoughts on whether the board should appoint a Natural Guardian after hearing about Faith in Nature. If yes, what exactly would you commit to e.g. voting rights, disclosures, and why? If not, why not?
“In El Dorado County, wildfire safety features are a selling point for new homes,” Annika Merrilees, The Bee, 22 January 2026. Available at: https://www.sacbee.com/news/business/article314405465.html