In the 1992 Cadbury Report 'corporate governance' was defined as 'the system by which companies are directed and controlled.' In the latest Corporate Governance Code (2018) it is stated that 'This remains true today, but the environment in which companies, their shareholders and wider stakeholders operate continues to develop rapidly.' This course thus examines the governance structure and processes of companies, with a particular focus on public listed companies.

Topics that will be discussed include basic concepts and theories of corporate governance, the balance of power between the board and the shareholders, directors' duties, executive remuneration, shareholder remedies, board diversity, institutional shareholders, comparative corporate governance and a brief look at corporate social responsibility and the law focusing on stakeholder protection and engagement. 

10 x 2 hour seminars in semester 1.

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The course is assessed by an essay of 1500 words (25%) and a 2 hour final examination (75%).

This course will provide an in-depth examination of the legal and market framework in which corporate governance operates. It will examine how the law approaches the governance structure of companies, focusing on the role of different stakeholders and the structure and powers of the two decision-making organs of the company, the general meeting of shareholders and the board of directors. Close attention will be paid to the role of institutional shareholders and financial markets and to the development of 'soft-law' governance codes and voluntary self-regulation as alternatives to formal legal control. While the main focus will be on the UK, reference will also be made to developments in the EU and emerging global trends.

By the end of this course students will:

1. have a detailed understanding of the legal and market context in which corporate governance operates.

2. be able to demonstrate critical awareness of the role of different stakeholders in companies.

3. have a comprehensive understanding of the structure and powers of the decision-making organs of companies.

4. be able to evaluate the role of 'soft-law' and market discipline in the development of corporate governance.

5. be able to engage with current debates and reform proposals in the field.

Students must submit at least 75% by weight of the components (including examinations) of the course summative assessment.