Module LAW53630: Comparative Corporate Governance

Department: Law

LAW53630: Comparative Corporate Governance

Prerequisites

• None

Corequisites

• None

Excluded Combination of Modules

• None

Aims

• to understand the main issues that arise in relation to the governance of public limited companies;
• to be able to evaluate the response of the UK's system of corporate governance to those issues;
• are familiar with the principle features, and likely future development, of a range of countries' corporate governance systems;
• are able to evaluate those systems, and to compare them to the UK system of corporate governance.

Content

• the economic and social role of large public companies within the UK: corporate power and the seperation of ownership and control;
• theories of the proper objectives of corporate governance; shareholder wealth maximization versus "shareholder" theories;
• the economic and social role of large public companies within a variety of countries: Anglo-American patterns of share ownership versus Continental European/Asian patterns; globalisation and its impact on corporate power;
• the US system; similarities with that of the UK; the role of state law and the 'race for the bottom' debate; shareholder activism in the US; the market for corporate control and 'constituency' statutes;
• the German system: private versus public conceptions of the role of the company; the twoo-tier board and industrial democracy; the role of the banks in German corporate governance; the takeover market; current trends and future developmentsl;
• the Japanese system; Keiretsu structures and cross-shareholdings; the role played by banks; the importance of trust and stable relationships; the position of employees within the governance system; current trends and future developments;
• comparing and evaluating national systems;
• harmonisation versus convergence: the role of the EU and the OECD in encouranging harmonisation and convergence;
• is convergence occurring? Current evidence and future trends;
• are harmonisation/convergence good things.

Learning Outcomes

• Students will acquire an understanding of:
• The meaning of ‘corporate governance’ and the main regulatory issues it raises;
• The main strategies that are employed in the UK system of governance to deal with those regulatory issues;
• The main strategies that are employed in the governance systems of Germany, Japan, China, and of other countries as deemed relevant from year to year.
• Current debates regarding the strengths and weaknesses of those countries’ governance strategies, and of reforms to those strategies.

• Students will develop their ability to understand, describe and evaluate, the governance regimes of the countries set out above.

• Students will develop their skills of:
• understanding legal rules, principles and institutions,
• carrying out independent research,
• describing accurately and succinctly the materials they have researched, and
• developing coherent and balanced arguments.

Modes of Teaching, Learning and Assessment and how these contribute to the learning outcomes of the module

• By acquanting students with the principal theories about the proper role of corporate governance regimes.
• By enabling students to acquire an undrstanding of the rules, principles, practices and institutions which make up the prevailing system of corporate governance in the UK.
• By enabling students to develop a critical evaluation of the UK's system of corporate governance.
• By acquanting students with the principal features of the governance systems of the US, Germany and Japan (and with some of the features of a range of other countries' systems).
• By acquanting students with the context within which such systems have developed, and by introducing them to the literature on the harmonisation and convergence of governence systems.
• By enabling students to develop comparative, and evaluative, assessments of different countries' governance systems.

Teaching Methods and Learning Hours

Summative Assessment

Formative Assessment:

Two essays, each 1500 words in length, based on the student's class presentation.

■ Attendance at all activities marked with this symbol will be monitored. Students who fail to attend these activities, or to complete the summative or formative assessment specified above, will be subject to the procedures defined in the University's General Regulation V, and may be required to leave the University