杏吧论坛

Dr Eva Micheler NAB735

This course is available on the LLM (extended part-time), LLM (full-time), MPhil/PhD in Accounting, MSc in Accounting, Organisations and Institutions, MSc in Risk and Finance and University of Pennsylvania Law School LLM Visiting Students. This course is available with permission as an outside option to students on other programmes where regulations permit.

This course is capped at 60 students. Students must apply through Graduate Course Choice on 杏吧论坛 for You.

This course will be relevant to the following specialism: Corporate and/or Commercial Law.

This course will focus on the corporate governance of companies. The course will be taught largely on a comparative basis, focussing on English and German law. We will also cover the relevant EU materials. The following topics will be discussed: 1- Corporate governance codes, their role as regulatory tools, their enforcement 2- Board structure (one tier boards/two tier boards/board committees) 3- Board remuneration 4- Auditors as external trustees 5- Stakeholders 6- Extended reporting and employee interests 7- Shareholder activism/stewardship 8- Concentrated ownership structures and minority shareholders 9- The market for corporate control 10- convergence/path dependency/legal origins

20 hours of seminars in the LT. 2 hours of seminars in the ST.

Students are asked to submit one 2,000 word essays.

Reading will be prescribed for each seminar. Preliminary reading can be found in P Davies, Introduction to Company Law (ch 5-9, 2002); R Kraakman et al, The Anatomy of Corporate Law (2d ed 2009); A Cahn and D C Donald, Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA (2010); B Cheffins, Company Law: Theory, Structure and Operation (Parts I and III, 1997); M Roe, Political Determinants of Corporate Governance (2003); K Hopt et al, (Eds), Comparative Corporate Governance (1998); J Parkinson, Corporate Power and Responsibility (1993).

Exam (100%, duration: 2 hours, reading time: 15 minutes) in the summer exam period.