| Code | LAW354 |
| School | EBSL |
| Module Level | 3 |
| Module Code | LAW354 |
| Class | GE|EL|MA|MI| |
| Availability | DE|SA| |
| Semester | 1 |
| Credits | 15 |
| ECTS Credits | 0 |
| Contact Hours | 112 |
| Course Aims | Corporate governance is commonly referred to as a system by which organisations are directed and controlled. It is the process by which company objectives are established, achieved and monitored. Corporate governance is concerned with the relationships and responsibilities between the board, management, shareholders and other relevant stakeholders within a legal and regulatory framework.
Major trans-national corporations in particular influence - and frequently constrain - the actions of elected governments. Such power has unsurprisingly been matched by increasing calls for greater corporate social responsibility. This module aims to foster students' awareness and understanding of movements towards corporate social responsibility, nationally, in Europe and globally. It is intended to teach a critical approach to the role of corporations, going beyond adherence to legal rules and beyond ad hoc philanthropy to embedding best practice in daily business activity. Hence, the module is pitched at Level 3. The power dynamic between corporations and states in the modern global economy will be examined, with reference to issues of human rights and sustainable development. As civil society, represented by NGOs, presses business to be more accountable and transparent, the topical issue of social and environmental auditing and reporting will be studied. NGOs and stakeholders as an inescapable management priority in all major corporations will also be highlighted. |
| Course Content | Definitions of corporation include; evolution of the corporate structure; corporate governance versus capital formation, corporate finance, and economic growth.
Theory of the firm: Complementary perspectives on ownership and governance of the firm. The firm as a collection of growth options; the firm as a nexus of contract - market contracting costs versus ownership costs; competition as a governance mechanism; adaptive efficiency and evolution of firm ownership and governance structures.
Corporate governance around the world: Corporate governance as systems; path dependence in the evolution of corporate ownership and governance; investor protection and corporate governance. Corporate governance and paradigm shifts: Legal determinants of external finance; politics of financial development in the 20th Century; crisis and transition in corporate governance paradigms - the role of the Chancery Court of Delaware.
External disciplinary devices: Corporate governance and stock market listing; corporate governance and bankruptcy; corporate governance and merger and take-over.
Control and board composition: A brief history of Anglo-American Boards; today's typical board; the legal frameworks on board duties; the board-management relationship; "independent" outside directors. Control and CEO compensation: What do we want from the CEO? Executive compensation and stock options, shareholder concerns; CEO employment contracts; employee stock ownership plans.
International governance: the fall of Enron and Worldcom; the Asian financial crisis and governance in emerging markets.
Overview of corporate governance guidelines and codes of best practice in developing and transition economies.
Core Skills ContentOral and written communication skills
These will be demonstrated by means of final examination, oral presentations and written assignments and other activities; these include seminar performance (including discussions, debates and other appropriate activities), reading and discussion of legal materials written in technical language in order to identify key statements and to be able to argue both sides of a case, presentations of such knowledge in a way which is comprehensible to others and which demonstrates a fair attempt at analytical thought and critical evaluation.
Basic introductory research skills
These will be demonstrated by being able to find/extract relevant information for presentations and assignments from textbook, casebooks, newspapers, journals the world wide web, including legal websites and use of CD ROM packages such as IOLIS and LAWTEL.
Basic application and problem solving skills
To develop further the basic problem solving skills learnt in the first year introductory law module by demonstrating by means of assessed coursework, final examination, and seminar activities, a clear attempt at analysis, synthesis, critical judgement and evaluation in the application of legal rules to a practical case study/legal debate of contemporary issue. The skill of analysis requires, inter alia, that students be able to discriminate between the legally relevant and irrelevant. Synthesis can be demonstrated through a variety of tasks, i.e. by bringing together material presented in lectures, studied in seminars together with wider reading, or bringing together material from different assigned reading or from researching own sources. Critical analysis will involve the ability to identify flaws in an argument i.e. through commentary on a new case or article, or role-play exercises. In evaluation an ability to offer reasons for a point of view is important. This can be a student's own developed point of view or a particular author's perspective.
Autonomy and ability to learn
To reflect on his/her own learning and make use of feedback through presentations, assignment and seminar discussion feedback processes including peer assessment and feedback.
Teamwork
This will be demonstrated through group work on oral presentations and during seminar discussions/debates and other appropriate activities.
IT
Word processing skills, demonstrated through production of written assignment in an appropriate form, the use of websites including legal websites and CD ROM packages e.g. IOLIS and LAWTEL.
Numeracy
Students may on occasion need to evaluate information produced in numerical or statistical form. |
| Learning Outcomes | A10, A11, A12, A14, B9, B10, B11, B12, C11, C12, C13, C15, D9, D10, D11, D12 |
| Presentation | The weekly format for each topic to be covered will consist of one 3-hour session which will be taught using a combination of lecture and seminar/workshop activity to be followed by self-directed study. This method is appropriate for law and reasonably small module numbers.
The lecture component will identify and explain the key legal rules, including current debates and identify issues which will be the focus of further development in the seminar component, including additional material to prepare for the seminar activity. In some cases students will firstly be given material to read/discuss/analyse with the lecture component following this seminar activity. The seminar component will give the students an opportunity to clarify further any of the key legal rules including current debates from the lecture component through the use of additional materials supplied including short knowledge questions, articles and case studies in variety of seminar activities including group discussion and role-play exercises. Students will also be asked to prepare supplied material in advance or to research their own material in readiness for the next session. Case-study inevitably forms part of the seminar. |
| Reading Required | 1. Kenneth Kim, John Nofsinger (2006) Corporate Governance, 2nd Ed., ISBN13: 9780131735347, ISBN10: 0131735349
2. John Colley, (2004) What is Corporate Governance, ISBN 0071444483
3. Charan, Ram (2005) Boards That Deliver: Advancing Corporate Governance from Compliance to Competitive Advantage, ISBN: 0787971391
4. Steger, U (2004) Mastering Global Corporate Governance, ISBN 470090413
5. Nicholas Dimsdale (1994) Capital Markets and Corporate Governance, ISBN13: 9780198287889 |
| Asseseement Methods | 50% final exam and 50% coursework (made up of individual assignments). |