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The programme
This course deals with central issues in corporate governance from an interdisciplinary and comparative perspective, focusing on the UK, US, and EU regulatory landscape. It will provide a thorough introduction to key principles of corporate law pertaining to the governance of corporations, such as directors’ duties and shareholder rights, as well as best practice standards laid down in corporate governance codes, which have become ubiquitous in corporate governance regulation. The course will furthermore examine topical problems at the centre of current policy debates, including shareholder activism and short termism, the regulation of executive remuneration, corporate social responsibility, environmental, social and corporate governance investing and reporting, and the debate about corporate purpose.
Who is this course for?
This course will appeal to both undergraduate and postgraduate students, as well as those in professional employment who would like to obtain a more thorough grounding in topical issues of corporate governance that are of current importance to firms and policy makers.
Outcomes
Upon successful completion of this course, students will:
- Understand different regulatory approaches used in the governance of business corporations, including best practice standards laid down in corporate governance codes
- Become familiar with contemporary debate over corporate purpose, including differences between jurisdictions
- Be able to critically assess how corporate boards and directors’ duties are regulated in the UK, US, and certain EU jurisdictions
- Understand the role of shareholders and other stakeholders in corporate governance
- Gain knowledge of important contemporary issues affecting corporations
Content
- Key topics
Week One -- Introduction to Corporate Governance
- Fundamental principles of company law
- The corporate governance movement; sources of corporate governance regulation
- Corporate theory and the debate about corporate purpose
- Corporate actors and their responsibilities
- Board structure regulation
Week Two – Fundamental Duties of the Board
- Duty of care and the business judgment rule I
- Duty of care and the business judgment rule II
- Related-party transactions and corporate opportunities I
- Related-party transactions and corporate opportunities II
- Enforcement of directors’ duties
Week Three – Topical Issues in Corporate Governance
- Shareholder activism and short-termism
- Market for corporate control
- Executive remuneration
- Employee rights
- ESG investing and corporate social responsibility
- Course structure and assessments
Students will receive three hours per day of taught classes, amounting to 45 hours in total over the fifteen days. Students are expected to complete 100 hours of additional study across the three weeks.
The summative assessment for the course will consist of a 1,500 word essay.
Students will receive a Certificate of Completion provided that they attend at least 75% of classes and achieve a pass on the summative assessment.