Course list

If you own a business, have ever thought about starting a business, or have the opportunity to buy into a business in the future, you'll want to understand the personal implications the business structure may have for you.

In this course, you will look at how different types of business entities are structured in the U.S.? and examine the pros and cons of business structures for different individuals in different circumstances. You will also do a deep dive into corporations, which are the most common business entities, especially for large and complex businesses. You'll define the limits of the corporate structure by exploring the economic and social purposes of corporations along with what happens if individuals who own or control a corporation abuse their position of power.

Whatever your circumstances are, through this study you will be given the tools to understand who the relevant actors are in any business structure, what their rights and responsibilities are, and how you fit in.

Whether you have the opportunity to serve on a corporate board, you're tasked with preparing a presentation to a board and its shareholders, or you own equity and want to understand your rights, it's important for you to recognize how to work within the constraints of corporate laws. In this course, you will look at the framework for decision making within a corporation — specifically fiduciary duties, which are the duties that corporate directors and officers owe to the shareholders.

You'll also become more familiar with current challenges to the traditional notion that the directors and officers are the agents of the shareholders and only the shareholders, a way of thinking that has resulted in the belief that directors and officers have no duty other than to maximize shareholder profits. In recent years, however, there has been backlash to this concept, leading to widespread recognition that individuals in charge of corporate decision making have some obligation to take into account ethics, the community, and the environmental impact of their actions. You'll examine the implications of this shift and determine how the rules affect you.

Organizations always seek to avoid and reduce the risk of criminal liability for both individuals within the organization and for the organization as an entity. You will begin this course by identifying the sources of individual and corporate criminal liability in an organizational setting. This will include reviewing the federal criminal process and distinguishing between corporate and personal liability. You will then explore the importance of criminal intentionality, or mental state. You will examine mental state terminology and how it serves to define criminal behavior. Finally, you will discover the importance of having a solid ethics and compliance program by reviewing the elements of a successful compliance program and recognizing the effect it can have on reducing your organization's exposure to criminal liability and lowering fines.

In the event that you or others in your organization suspect a crime has been committed, there are a number of steps that can be taken to protect the company as well as procedures that can be adopted to avoid similar issues in the future. You will begin this course by recognizing the function, course, and consequences of an internal investigation. You will review the steps that take place in an internal investigation and prepare what you should do in case you're asked to be investigated. You will then explore what happens when the Department of Justice becomes involved in your investigation through a grand jury. You will choose the best course of action when you first encounter the Department of Justice and gain a clear sense of what a grand jury investigation entails. Finally, you will apply the lessons from this course to evaluate criminal liability in an insider trading case. You will explore the sources of insider trading law and analyze an insider trading case to decide whether criminal actions have taken place.

You are required to have completed the following courses or have equivalent experience before taking this course:

  • Criminal Liability in an Organizational Setting

How It Works

Frequently Asked Questions

Corporate governance decisions can expose leaders, founders, and board-facing professionals to real legal, financial, and reputational risk, especially when stakeholder expectations, compliance obligations, and enforcement scrutiny collide. Cornell’s Corporate Governance Certificate helps you build practical judgment about how organizations are structured, how power and accountability work inside corporations, and what to do when things go wrong.

In this certificate program, authored by faculty from Cornell Law School, you will learn how to compare entity choices (such as LLCs, partnerships, and corporations), identify who has authority to approve major actions, and apply fiduciary duty and business judgment concepts to realistic corporate decisions. You’ll also develop a clearer understanding of corporate and individual criminal liability in organizational settings as well as how effective compliance programs and well-run investigations can reduce disruption and exposure.

If you want stronger governance decision making, clearer stakeholder and boardroom accountability, and practical tools to manage legal and compliance risk, you should choose Cornell’s Corporate Governance Certificate.

Many online governance and compliance offerings are primarily self-directed, which can make it hard to pressure-test your thinking on sensitive issues like fiduciary duties, conflicts, oversight failures, or investigation response. Cornell’s Corporate Governance Certificate is designed to stay practical and applied while still giving you the rigor of faculty-developed legal frameworks.

You learn with an expert facilitator who provides feedback on your work so you are not left guessing how the concepts translate into real governance decisions. The learning experience also emphasizes application through scenario-based analysis, decision tools, and multi-part projects that build your ability to evaluate trade-offs across stakeholders, spot risk, and communicate a defensible recommendation.

Because Cornell’s Corporate Governance Certificate covers both governance fundamentals and what happens when misconduct is suspected, you also gain an integrated view of entity structure, fiduciary duties, criminal liability, compliance program effectiveness, and investigation strategy. That combination helps you connect boardroom decisions to real operational risk.

Enrolling in this certificate also provides you with a 6-month All-Access Pass to eCornell's live online AI Workshops, interactive sessions led by world-class Cornell faculty that combine Ivy League insight with practical applications for busy professionals. Each 3-hour Workshop features structured instruction, guided practice, and real tools to build competitive AI capabilities, plus the opportunity to connect with a global cohort of growth-oriented peers. While AI Workshops are not required, they enhance certificate programs through:

  • Integrating AI perspectives across most curricula
  • Responding to emerging AI developments and trends
  • Offering direct engagement with Cornell faculty at the forefront of AI research

Cornell’s Corporate Governance Certificate is designed for professionals who need to make, influence, explain, or oversee high-stakes decisions where governance rules and stakeholder expectations matter. The program is a strong fit if you work closely with executives, boards, investors, compliance teams, auditors, or counsel and want a clearer view of who has authority, what duties apply, and how liability can attach.

You are likely to benefit from Cornell’s Corporate Governance Certificate if you are:

  • An executive, founder, or entrepreneur making entity and governance choices
  • A board member or board-facing leader responsible for oversight and decision process
  • A finance, audit, or investment professional evaluating governance and control risk
  • A professional in a regulated industry where compliance design and investigation readiness are part of the job
  • A non-lawyer professional who collaborates with legal teams and wants sharper governance fluency

In Cornell’s Corporate Governance Certificate, you will complete multi-part, applied projects that mirror the kinds of judgments professionals are expected to make when advising leaders, preparing for board-level decisions, or managing risk.

Past learners have produced work such as:

  • Building a board-ready recommendation for a natural products company entering a regulated cannabis market by pairing financial upside scenarios with a detailed compliance plan, reputational risk analysis, and clear stop or scale governance gates
  • Advising a solo tech startup founder on selecting an entity structure that supports early fundraising and a future public listing by weighing liability protection, tax trade-offs, investor preferences, and exit flexibility
  • Analyzing a veil-piercing appellate case by applying a multi-prong test to undercapitalization and ignoring corporate formalities to explain when courts hold an owner personally liable for corporate debts
  • Mapping out how a manager should respond to suspected sales manipulation by following reporting policies, preserving records, cooperating with internal counsel, and avoiding obstruction risks during audits and subpoenas
  • Evaluating insider trading exposure in a tipping scenario by distinguishing tipper versus tippee liability and outlining the immediate compliance steps to report, contain, and cooperate with an investigation

The projects throughout Cornell’s Corporate Governance Certificate are designed to help you leave the program with governance-ready outputs and clearer decision logic you can reuse in your own organization.

Cornell’s Corporate Governance Certificate helps you become more credible and effective when governance, oversight, and compliance questions become business-critical.

After completing the Corporate Governance Certificate, you will be prepared to:

  • Analyze why different business entities have different stakeholders, along with the pros and cons of choosing one entity over another
  • Assess which stakeholders are involved in major business decisions and have legal responsibility over decisions made by the company
  • Anticipate what types of information an organization's stakeholders require before making a particular business decision
  • Evaluate how corporate social responsibility affects corporate decision making and directors’ fiduciary duties
  • Identify the risk of criminal liability arising within an organizational setting for both individuals within the organization and the organization as an entity
  • Facilitate internal investigations conducted by inside or outside counsel, minimizing potential disruption to the organization
  • Assess which scenarios allow deference to officer business judgment and which will indicate shareholder or board voting

Students consistently describe long-term benefits that center on stronger real-world governance judgment and confidence, not just new terminology. Learners report gaining clear frameworks for board governance, corporate formalities, and organizational accountability, plus a better grounding in governance law and compliance concepts that support sustainable management. They also emphasize that the program’s case-based scenarios and practical tools translate directly to work, supported by prompt, detailed facilitator feedback that broadens perspective across industries.

What truly sets eCornell apart is how our programs unlock genuine career transformation. Learners earn promotions to senior positions, enjoy meaningful salary growth, build valuable professional networks, and navigate successful career transitions.

Cornell’s Corporate Governance Certificate is delivered through our Mentored Learning format and consists of 4 courses requiring approximately 9 to 11 hours of study for each, or 40 hours of coursework in total. You have up to 6 months to complete all necessary components, though you may finish in fewer than 6 months depending on your schedule. The program allows you to follow an individualized structured learning agenda with a flexible approach that includes interaction and project feedback with your expert facilitator. You'll also complete graded projects that let you apply learning concepts to on-the-job situations.

Throughout the Corporate Governance Certificate program, your expert facilitator provides personalized feedback on all projects and offers opportunities for 1:1 mentoring sessions as you progress. This guided approach allows you to ask questions and receive support as you work through practical applications and real-world scenarios.

Students consistently describe Cornell’s Corporate Governance Certificate program as a rigorous, highly practical learning experience that strengthens their ability to navigate corporate structures, board oversight, stakeholder responsibilities, and governance-related legal and compliance expectations with confidence.

Learners often highlight:

  • Clear frameworks for board governance, corporate formalities, and organizational accountability
  • Strong grounding in governance law and compliance concepts that support sound, sustainable management
  • Case-based scenarios that mirror real boardroom and corporate decision-making challenges
  • Practical tools and course projects that help translate governance principles into on-the-job action
  • A deeper understanding of how governance impacts investors, executives, and society at large
  • Learning modules that are well-organized and easy to follow
  • Engaging video lessons and thoughtfully curated readings that make complex topics approachable
  • Prompt, detailed facilitator feedback that pushes deeper analysis and sharper thinking
  • Flexible online delivery that fits demanding schedules while still feeling challenging and substantive

Across responses, students frequently note they can apply what they learn immediately in their roles, and they value the combination of expert instruction, high-quality materials, and a learning experience that builds real-world governance judgment, not just terminology.

Boardroom effectiveness often comes down to process and authority: Who gets a vote, what must be documented, and where liability can attach when formalities are ignored. Cornell’s Corporate Governance Certificate helps you interpret governance roles in a way you can actually use when preparing materials for leadership, supporting board decisions, or evaluating governance risk.

You will learn how ownership and control are separated in corporations, what fiduciary duties apply to directors and officers, and how mechanisms like bylaws shape decision-making procedures. You’ll also examine how courts evaluate failures of corporate formalities and when they may hold individuals responsible for corporate obligations through veil-piercing analysis. By the end of Cornell’s Corporate Governance Certificate program, you should be better equipped to ask the right questions before a major transaction or governance decision moves forward.

Reducing exposure is not only about having policies on paper but about understanding how corporate and individual liability work, how prosecutors evaluate conduct, and what makes a compliance program credible in practice. Cornell’s Corporate Governance Certificate helps you connect those dots so you can participate more effectively in risk discussions and compliance design.

In Cornell’s Corporate Governance Certificate, you will explore how organizations can face liability for employee conduct, how mental state terms like “knowing” or “willful” shape criminal exposure, and how enforcement processes move from investigation through charging and sentencing. You’ll also evaluate the core elements prosecutors look for when assessing whether an ethics and compliance program is well-designed, adequately resourced, and working in practice, including how effective programs can reduce charging risk and mitigate penalties.

When potential wrongdoing arises, the first days of an investigation can shape outcomes for both the organization and individuals involved. Cornell’s Corporate Governance Certificate prepares you to respond with a clearer understanding of how internal investigations typically proceed and how a government investigation can escalate the stakes.

In Cornell’s Corporate Governance Certificate, you will learn the common phases of internal investigations, how interviews and document requests are handled, and why concepts like attorney-client privilege and Upjohn warnings matter for employees. You’ll also explore what happens when the Department of Justice becomes involved through a grand jury, including the practical implications of subpoenas for documents and testimony, the risks of obstruction or false statements, and the role of Fifth Amendment rights in that context. You’ll apply these ideas to an insider trading scenario to practice identifying potential criminal liability and appropriate response steps.

“I would found an institution where any person could find instruction in any study.”
{Anytime, anywhere.}
Ezra Cornell
Founder of Cornell University

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