LW942-7-AU-CO:
Corporate Governance: Principles and Models
2023/24
Essex Law School
Colchester Campus
Autumn
Postgraduate: Level 7
Current
Thursday 05 October 2023
Friday 15 December 2023
15
20 October 2023
Requisites for this module
(none)
(none)
(none)
(none)
(none)
LLM M22212 Corporate Responsibility and Business Law,
LLM M22224 Corporate Responsibility and Business Law
This module examines the concepts, theories and models of corporate governance and their implications and challenges for business law and practice.
Corporate governance determines the roles, responsibilities, accountability and interaction of corporate insiders such as shareholders, directors and managers within the corporation as well as their relationship with external 'stakeholders' such as employees, creditors and consumers.
The module adopts thematic, case study and comparative approaches to corporate governance and considers the nature and goals of a corporation, ideological foundations of corporate governance and the causes of, and possible solutions to, different agency problems, goals of a corporation.
It will examine the debate between 'shareholder value' and 'enlightened shareholder value' and mechanisms for protecting various stakeholder interests. The module critically examines theoretical debates and doctrines of corporate governance in the light of regulatory responses to certain corporate crises.
The module draws on rules, practices, and materials from different national jurisdictions and international institutions and reflects some degrees of comparative analysis and interdisciplinarity. Case study exercises will also enable you to explore the approaches of different disciplines to corporate governance, including law, management, philosophy and ethics.
You will have an opportunity to discover the strengths and weaknesses of taking global, contextual and comparative approaches to corporate governance.
The module will combine elements of taught instruction and group discussion in weekly lectures and interactive seminars requiring your active participation in the whole group under guidance of the tutor.
The aim of this module is to introduce you to the sources, concepts, theories and models of corporate governance and to enable you to describe and discuss the legal, practical and business contexts in which they operate.
The module aims to provide you with intellectual knowledge and the conceptual and practical skills necessary to understand and assess the merits and limitations of corporate governance models and practices.
It aims to equip you with effective independent research, communication and interpersonal skills for study and employment.
It aims to contribute to and improve your decision making and risk management in business and enable you to implement corporate governance models at different organisational levels.
The module also aims to develop appropriate research methodology skills and improve comparative and case study analytical skills
The learning outcomes for the module are to:
1. Demonstrate a comprehensive understanding of the sources, theories and models of corporate governance and be able to describe and discuss the legal, practical and business context in which they operate, including their benefits, limitations and challenges;
2. Demonstrate understanding of the historical context and development of corporate governance
3. Demonstrate a comprehensive understanding of applicable regulatory approaches to corporate governance;
4. Demonstrate critical awareness of relevant issues and identify and explain key legislations, cases, texts and procedures on corporate governance and evaluate critically the law in this field on pragmatic, commercial, moral, policy and/or other grounds;
5. Read legislation and case law and apply them critically to specific legal, business and other situations;
6. Identify and evaluate critically large and complex amounts of legal data from more than one source or jurisdiction;
7. Evaluate the business environment, and critically analyse and apply legal data to specific facts and deduce likely outcomes where law is indeterminate;
8. Demonstrate independent legal research and study skills, including multi-disciplinary research and use of library-based resources; and
9. Identify, select and organise materials and produce coherent and convincing arguments and demonstrate critical thinking and effective and persuasive oral and written communication skills.
Syllabus
The academic content of the module may include:
1. Introduction to Corporate Governance- Introduction to module; Meaning, roles and tools of corporate governance; Sources of corporate governance rules and standards. Key Corporate Governance Roles: Shareholders, Directors, Board of directors; Independent directors, Managers, Institutional investors; Corporate governance reporting
2. Theories of Corporate Governance: Separation of ownership and control; Agency; Stewardship; Transaction Cost Economics; Realist; Organic; Shareholder primacy; Enlightened shareholder value; Stakeholder Model
3. Corporate Governance Models: Unitary Board, Dual Board, State-centric; Varieties of corporate governance models;
4. Board of Directors: Structure; Membership; Functions; Powers; Accountability; Committees
5. Individual Director Responsibility: Responsibilities and roles, Accountability, Remuneration, Performance evaluation; Election, tenure and termination of office
6. Shareholders: Shareholder meetings; Shareholder resolutions; Shareholder actions; Shareholder remedies; Derivative claims; Institutional shareholders; Socially responsible investment; EU Shareholder Rights Directive 2014
7. Special Corporate Forms: Family-owned companies; Government-owned companies; Not-for-profit companies
8. UK Corporate Governance: Cadbury Report 1992; Greenbury Report 1995; Hampel Report 1998; Turnbull Report 1999; Higgs Report 2003; Smith Report 2003; Combined Code 2003 (now known as the UK Corporate Governance Code 2015), Turner Review 2009; Walker Review 2009; Vickers Report 2011; UK Stewardship Code 2012; UK Corporate Governance Code 2015
9. Comparative Corporate Governance: Institutions and corporate governance- culture, politics, religion; Anglo-American model versus other models; Convergence debate; Regulation of corporate governance; Corporate governance codes; OECD Principles of Corporate Governance 2015
This module will be taught via weekly 2-hour seminars.
The module teaching team will upload all relevant teaching materials on Moodle. You will find reading lists, the textbook, weekly handouts or PPS notes on Moodle. The materials in question are designed both to help you navigate the material to be covered in the seminars and to equip you to analyse the required readings. You will be expected to have completed the required readings in advance of your seminars.
This module does not appear to have a published bibliography for this year.
Assessment items, weightings and deadlines
| Coursework / exam |
Description |
Deadline |
Coursework weighting |
| Coursework |
Essay (LW942 Corporate Governance) |
|
100% |
Exam format definitions
- Remote, open book: Your exam will take place remotely via an online learning platform. You may refer to any physical or electronic materials during the exam.
- In-person, open book: Your exam will take place on campus under invigilation. You may refer to any physical materials such as paper study notes or a textbook during the exam. Electronic devices may not be used in the exam.
- In-person, open book (restricted): The exam will take place on campus under invigilation. You may refer only to specific physical materials such as a named textbook during the exam. Permitted materials will be specified by your department. Electronic devices may not be used in the exam.
- In-person, closed book: The exam will take place on campus under invigilation. You may not refer to any physical materials or electronic devices during the exam. There may be times when a paper dictionary,
for example, may be permitted in an otherwise closed book exam. Any exceptions will be specified by your department.
Your department will provide further guidance before your exams.
Overall assessment
Reassessment
Module supervisor and teaching staff
Dr Ewa Kruszewska, email: e.kruszewska@essex.ac.uk.
Law Education Office, pgtlawqueries@essex.ac.uk
No
No
Yes
Dr Gary Lynch-Wood
University of Manchester
Senior Lecturer
Available via Moodle
Of 18 hours, 8 (44.4%) hours available to students:
2 hours not recorded due to service coverage or fault;
8 hours not recorded due to opt-out by lecturer(s), module, or event type.
Essex Law School
Disclaimer: The University makes every effort to ensure that this information on its Module Directory is accurate and up-to-date. Exceptionally it can
be necessary to make changes, for example to programmes, modules, facilities or fees. Examples of such reasons might include a change of law or regulatory requirements,
industrial action, lack of demand, departure of key personnel, change in government policy, or withdrawal/reduction of funding. Changes to modules may for example consist
of variations to the content and method of delivery or assessment of modules and other services, to discontinue modules and other services and to merge or combine modules.
The University will endeavour to keep such changes to a minimum, and will also keep students informed appropriately by updating our programme specifications and module directory.
The full Procedures, Rules and Regulations of the University governing how it operates are set out in the Charter, Statutes and Ordinances and in the University Regulations, Policy and Procedures.