LAW53815: Introduction to Corporate Governance

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• to ensure that students:
• a. understand the main issues that arise in relation to the governance of public limited companies;
• b. are able to evaluate the response of the UK's system of corporate governance to those issues.

• The syllabus will cover the following:
• the economic and social role of large public companies within the UK: corporate power and the separation of ownership and control;
• theories of the proper objectives of corporate governance; shareholder wealth maximisation versus 'stakeholder' theories;
• the UK system of corporate governance:
• 1. Legal regulation, including the duties of directors;
• 2. Market controls (labour market, capital markets, atkeover market);
• 3. Internal voice (Non-executive directors; shareholder activism);
• 4. Recent developments and future directions (Hampel; DTI Company law review);
• a case study: directors' remuneration;
• the claims of other stakeholders with particular reference to:
• 1. Employee protection: industrial democracy;
• 2. Supplier-relationships; the role of trust, relational contracting;

Subject-specific Knowledge:

• 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;
• Current debates regarding the strengths and weaknesses of those UK governance strategies, and of reforms to those strategies.

Subject-specific Skills:

• Students will develop their ability to understand, describe and evaluate, the UK governance regime.
• Students will develop their skills of understanding legal rules, principles and institutions.

Key Skills:

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

• By acquainting students with the principal theories about the proper role of corporate governance regimes.
• By enabling students to acquire an understanding 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.

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