Part One. Chapter 1: Topic. Corporate governance: internal control and agency costs
Choice of the topic and aims of the analysis
U.S. understanding and the meaning of the term "internal control" and further terminology
Scope and limitations of the analysis.
Chapter 2: Method. Law and economics
Private ordering vs. regulation
Setup of the impact analysis
Legal transplants and de facto legal transplants: extraterritorial application of foreign law and voluntary submission under a foreign jurisdiction.
Chapter 3: Course of the thesis. Part One. U.S. requirements for internal control and compliance systems.
Chapter 4: Internal control especially regarding financial reporting
Sarbanes Oxley Act
PCAOB auditing standard no. 5
The frameworks of the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
NYSE listed company manual regarding internal control systems
Professional standards for internal and external auditors
Financial reporting in accordance with U.S. GAAP and IFRS
Risk considerations after the financial crisis of 2008.
Chapter 5: Compliance with law including compliance programs
Foreign Corrupt Practices Act of 1977
Corporate criminal liability
United States sentencing guildelines (USSG) : sentencing of organizations
Department of Justice enforcement policy: non- and deferred prosecution agreements
SEC enforcement policy: Seaboard Report
General corporate law of Delaware.
Chapter 6: Key aspects of and incentives to engage in internal control systems
Key aspects of internal control
Incentives for corporations to engage in internal control systems.
Chapter 7. Conclusion. Part Two. German requirements for internal control systems and compliance.
Chapter 8: Law applicable to large, listed corporations
EU law addressing internal control, risk management and compliance
Corporate law
Commercial law : accounting provisions
Specific law important for internal control and the compliance organization
Corporate liability for crimes and offences.
Chapter 9: German best practice addressing internal control and compliance
Specific law of regulated industries including BaFin and EIOPA guidance
German corporate governance code
Auditing standards : IDW PS
Profound internal control and risk management systems including COSO I and COSO II.
Chapter 10: Incentives to engage in internal control and compliance measures
Internal control regarding financial reporting
Compliance
Costs and benefits of internal control systems including compliance measures
Conclusion.
Chapter 11: Conclusion. Part Three. Impact of being listed on the NYSE.
Chapter 12: Impact analysis of U.S. law on German corporations
U.S. law and U.S. best practice impacting German corporations through legal transplants in EU law, German law, German best practice, and international best practice
Impact of U.S. law and best practice on German corporations listed on the NYSE.
Chapter 13: Costs and benefits analysis of being listed on the NYSE
Costs and benefits for being listed on the NYSE : cross-listing premium
Costs and benefits of SOX
FCPA and USSG-related costs and benefits
General benefits of U.s. internal control
Conclusion.
Chapter 14: Example of impact : the Siemens case.
Chapter 15: Conclusion. Part Four. Effective and efficient internal control and compliance systems and the evaluation of the effectiveness.
Chapter 16: How to achieve effective internal control and compliance systems to optimally deter corporate crime?
Critique and shortcomings of the current approaches in the U.S. and Germany
Optimal approach to deter corporate crime.
Chapter 17: Efficient deterrence and efficient internal control and compliance systems.
Chapter 18: Conclusion. Part Five. Suggestions for reforming the USSG and German law.
Chapter 19: Reforming the USSG.
Chapter 20: Reforming German law
Current debate: identified issues of internal control and compliance and suggestions for improvement
Suggestions for reforming German law.
Chapter 21: Conclusion.
Conclusion.