Economic theory claims that firms should maximize the shareholders' value while addressing other stakeholders' interests. Yet, the business press reports many corporate governance conflicts between shareholders, or more generally investors, and management. The articles often describe such an incident as scandal in which management avert effort to manage the firms on behalf of the shareholders. The management cannot solve the corporate governance problem just by greater effort, however, unless they understand the intrinsic forces behind the corporate governance. This is especially true in Japan where management traditionally relied little on markets to raise capital. The present course lays out the economic theory of corporate governance that has shaped the contemporary research of corporate finance, accounting and organizational behavior.