| Module Identifier |
LA31210 |
| Module Title |
CORPORATE GOVERNANCE |
| Academic Year |
2005/2006 |
| Co-ordinator |
Dr Uta Kohl |
| Semester |
Semester 1 |
| Other staff |
Miss Anne-Kathrin Kuehnel |
| Pre-Requisite |
LA10110 or LA30110 or LA15710 and LA15830 or LA35810; or LA35310 |
| Mutually Exclusive |
LA33020 |
| Course delivery |
Lecture | Two one hour lectures per week |
| |
Seminars / Tutorials | Four one hour seminars |
| Assessment |
| Assessment Type | Assessment Length/Details | Proportion |
|---|
| Semester Exam | 2 Hours One 2 hour examination | 100% |
| Supplementary Exam | | |
|
| Professional Exemptions |
Not required for professional purposes |
Learning outcomes
Students studying this module should be able to describe the distinguishing features of the company both in terms of its internal organization and its external recognition. Beyond that, Corporate Governance will enable students to describe the competing interests which the peculiar features of the company give rise to or polarise and critically analyze how various instances of statute and case law seek to balance these interests. More specifically, students should, for example, be able to explain why extending the crime of manslaughter to companies or integrating the legal concept of corporate social responsibility within company law has proved problematic.
Aims
The aim of this module is to provide students with an insight into the theoretical foundations of company law and into the legal, jurisprudential and societal problems arising from the in many ways highly successful legal construct of the company.
Content
1. The Company and Corporate Governance ? an Overview
2. The Delaware Syndrome ? Companies Playing the Game
3. The Company and Human Rights
4. Corporate Governance: Directors versus Shareholders
5. Corporate Governance: Majority versus Minority Shareholders
6. Corporate Social Responsibility
7. Corporate Manslaughter
8. Corporate Governance: Protecting Creditors
9. Insider Dealing
Brief description
Corporate Governance will, first of all, introduce students to the legal concept of the company and its basic internal organization.
From there the modules will be structured to reflect the various tensions between competing interests which arise from the distinct internal organization of the company as well as from the external recognition of companies and their limited liability status, with particular focus on public companies. So, for example, the modules will explore the implications of the artificial personality of the company for those transacting with it, the potential and actual abuses of this fictitious-person status and how the law seeks to deal with them. The module also examines the tensions arising from the separation of ownership and control within companies and from the democratic decision'raking process by their owners.
By examining concepts such as corporate social responsibility and corporate manslaughter, the module touches upon recent and growing pressures on regulators to acknowledge the drastic impact companies have on all spheres of our lives. These topics illustrate particularly well the dynamic aspect of corporate governance and the constant struggle by the law to balance deserving competing interests.
Module Skills
Notes
This module is at CQFW Level 6