Module Identifier LA31210  
Academic Year 2006/2007  
Co-ordinator Dr Uta Kohl  
Semester Semester 2  
Other staff Professor Christopher S P Harding, Miss Anne-Kathrin Kuehnel  
Pre-Requisite LA10110 or LA30110 or LA15710 and LA15830 or LA35810; or LA35310  
Mutually Exclusive LA33020  
Course delivery Lecture   16 Hours. Two one hour lectures per week  
  Seminars / Tutorials   3 Hours. Three one hour seminars  
Assessment TypeAssessment Length/DetailsProportion
Semester Exam1.5 Hours One 1.5 hour examination  100%
Supplementary Exam1.5 Hours One 1.5 hour examination  100%
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.


1. The Company and Transnational Companies
2. Theories of the Company
3. Corporate Manslaughter
4. Forumshopping, Globilisation and Human Rights
5. The alien Tort Claims Act and other Causes of Action
6. McDonalds and Nike - Victims?


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.

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.


This module is at CQFW Level 6