LLM Programme

Module Convenor:
Dr Marc Moore

Module summary

This module provides students with a fundamental understanding of the legal rules and market pressures that determine the balance of decision-making power within UK and US public companies. It assesses the main theoretical models of the business corporation as developed within Anglo-American scholarship in order to provide a conceptual structure to the rest of the material. On this basis, it examines and compares the key features of UK and US (Delaware & federal) company and securities law in relation to: the distribution of decision-making power between the board and shareholders; institutional shareholder activism; independent directors; audit and risk management; bribery and anti-corruption; design and control of executive remuneration; hostile takeovers and the market for corporate control. There will also be a special seminar exploring post-crisis corporate governance reforms in the UK banking sector.

Module syllabus

Module syllabus:

• Introduction to corporate governance
• The foundation of the board’s authority
• Shareholders’ rights of intervention in corporate decision-making
• Proxy battles
• Institutional shareholder activism
• Independent directors and the monitoring board
• Audit and risk management
• Bribery and anti-corruption law
• Design and control of executive remuneration
• Private equity and the market for corporate control
• Corporate governance responses to the banking crisis

Recommended materials

There are no compulsory texts for this unit. However, it would be advisable to purchase at least one of the following texts as a key study aid:

D. Kershaw, Company Law in Context: Text and Materials (2009, OUP)

B. Pettet, J. Lowry & A. Reisberg, Pettet’s Company Law, 4th ed. (2012, Longman)

You are strongly advised to purchase a company law statute book for this unit, even if you are not otherwise taking the Company Law LLM module. The most appropriate statute book for this course is: M. Moore, Company Law Statutes 2012 – 2013 (Routledge), which contains reference not only to the main pieces of UK companies legislation but also to other important sources of corporate governance regulation.

You may also find it helpful (although not essential) to purchase one of the following books as a supplementary study aid:

B. Tricker, Corporate Governance: Principles, Policies, and Practices (2009, OUP)

C. Mallin, Corporate Governance, 3rd ed. (2010, OUP)

You may additionally find the following books useful in helping to shape your understanding of the subject, although they are now slightly outdated in places and therefore probably not worth purchasing:

J.E. Parkinson, Corporate Power and Responsibility (1993, OUP)

B. Cheffins, Company Law: Theory, Structure and Operation (1997, OUP)

Preliminary reading

M.T. Moore and A. Reberioux, ‘Revitalizing the Institutional Roots of Anglo-American Corporate Governance’ (2011) 40 Economy and Society 84

Other information

Seminars for this module will be conducted in a relatively informal and participative manner, and all students will be expected to contribute regularly to class discussions. There will be a limited (30-50 pages approx) amount of compulsory reading for each seminar, which all students will be expected to have covered as a pre-requisite to answering questions in class.

The application process for the 2013-14 academic session is open.
The deadline for applications to be received has been extended to Monday 1 July 2013

Please refer to the How to apply section for information on the application process.