Corporate Governance in the EU

This module seeks to introduce students to corporate governance theories, regulations and reform proposals and to allow students to evaluate current academic research in light of current practice and challenges. The focus of the module will be on EU corporate governance but reference will also be made to the applicable regulations in the United States and other major industrialized countries. 

The term “corporate governance” refers to the “procedures and processes according to which an organisation is directed and controlled”. This module will examine the regulatory and market structures in the EU which specify the distribution of rights and responsibilities among different participants in the organisation – such as the board, management, shareholders, employees and other stakeholders – and which lay down the rules and procedures for decision-making. Corporate law theory, financial theory and behavioural economics theory will be used to develop an understanding of the rationale for these structures and rules and, in some cases, their failure to meet their desired objectives. These theories will also be contextualized and current controversial topics such as board culture, board pay, board diversity, corporate ethics, corporate purpose and ESG will be explored. The module will distinguish between “shareholder-oriented, Anglo-American governance regimes” which may be said to exist in the UK and Ireland and the more inclusive more stakeholder-oriented regimes which exist in Germany and other continental European countries.  Reference will be made to both hard law and soft law in the corporate governance field with an emphasis on EU regulation.  

Learning Outcomes:

On successful completion of this module students should be able to:

• engage in high-level analysis of a range of corporate governance issues
• express an informed view on the ultimate interests that corporate governance regulations should seek to advance
• assess different regulatory mechanisms
• identify and discuss the main themes, perspectives and issues in the area of corporate governance
• make informed recommendations for reform in the area of corporate governance
• demonstrate an awareness and appreciation of the multidisciplinary approach to corporate law scholarship; and
• critically evaluate legal and doctrinal scholarship on corporate governance in the light of current developments. 

Assessment:

• Essay: 95%

  In-class attendance: 5%

  Students are required to submit a written assignment (maximum 5,500 words) to be submitted at the end of the module. This will constitute 95% of the total marks available for the module. This will take the form of a short essay and a reflective journal. The latter will allow students to engage critically on a selected theme throughout the duration of the module in the context of current legal scholarship, regulation, public discourse and the relevance of the module to everyday situations and examples.

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