UCL Faculty of Laws


Comparative Corporate Governance (LAWS0263)

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This course provides students with a thorough understanding of the regulatory framework pertaining to the governance of corporations, as well as topical issues at the centre of the current policy debates in corporate governance. 

This course deals with central issues in corporate governance from an interdisciplinary and comparative perspective. 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 module will furthermore examine topical problems at the centre of the 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. 

The module will take the central economic problem in corporations, the managerial agency problem, as its starting point in analysing regulatory solutions that have been developed in response to the perceived lack of effective control of corporate managers. We will reflect on important contributions from economics and finance that have shaped the corporate governance movement since its inception in the 1970s and influenced policymaking in critical areas. We will also explore the link between corporate governance regulation and firm performance, which can be taken as an indicator (among others) of the efficiency of regulation. Background knowledge in economics or finance is not required, but students should be willing to engage with the finance literature. 

The module’s focus is on the Anglo-American regulatory landscape. We will study in detail Delaware law as the most influential US company law jurisdiction and compare regulatory mechanisms developed in the United States with the law in the United Kingdom. In addition, we will make references to continental European legal systems and regulatory initiatives at the EU level where appropriate, as well as emerging approaches from other jurisdictions. 

Module syllabus

Topics to be covered in the module include: 

  • Corporate purpose 

  • Distribution of corporate power 

  • Board structure regulation, including board diversity and stakeholder representation 

  • Corporate governance and firm performance 

  • Directors’ duties 

  • Enforcement of directors’ duties 

  • Ownership structures, common ownership, and the role of private capital 

  • Shareholder activism and short-termism 

  • Market for corporate control 

  • Executive remuneration and employee rights 

  • CSR (corporate social responsibility) 

  • ESG (environmental, social, and corporate governance) investing and reporting 

  • Internal controls, ethics and risk management 

  • Corporate reporting and audit regulation 

  • Trends in corporate governance 

Recommended Materials

  • Andreas Cahn and David C. Donald, Comparative Company Law (2nd ed., Cambridge University Press 2018) 

  • Carsten Gerner-Beuerle and Michael Schillig, Comparative Company Law (Oxford University Press 2019) 

  • Reinier Kraakman et al (eds.), The Anatomy of Corporate Law (3rd ed., Oxford University Press 2017). 

Module reading lists and other materials will be provided via online module pages once students have made their module selections upon enrolment. 

Preliminary Reading

  • Reinier Kraakman et al (eds.), ‘The Anatomy of Corporate Law’ (3rd ed., Oxford University Press 2017), ch. 1. 

  • Brian R. Cheffins and Bobby V. Reddy, ‘Murder on the City Express - Who is Killing the London Stock Exchange's Equity Market?’ (2023) European Corporate Governance Institute - Law Working Paper No. 714/2023. 

  • Colin Mayer, ‘The Future of the Corporation and the Economics of Purpose’ (2021) 58 Journal of Management Studies 887-901. 

  • Colin Mayer, ‘Prosperity: Better Business Makes the Greater Good’ (Oxford University Press 2018). 

  • Elizabeth Pollman, ‘The Making and Meaning of ESG’ (2022) European Corporate Governance Institute Law Working Paper No 659/2022. 

  • Jan Fitchner, Eelke M Heemskerk and Javier Garcia-Bernando, ‘Hidden Power of the Big Three? Passive Index Funds, Re-Concentration of Corporate Ownership, and New Financial Risk’ (2017) 19(2) Business & Politics 298. 

Key information

Module details
Credit value:45 credits (450 learning hours)
Convenor:Pedro Schilling de Carvalho
Other Teachers:Anna Donovan; Hiroshi Oda; James Roe; Jeff Twentyman; Jonathan Chan
Teaching Delivery:20 x 2-hour weekly lectures and 4 x 1-hour face-to-face tutorials 
Who may enrol:LLM Students Only
Must not be taken with:LAWS0115 Corporate Governance in the US and UK 
Qualifying module for:

LLM in Comparative Law
LLM in Corporate Law 

Practice Assessment:Two formative essays
Final Assessment:Exam (100%)