In recent years corporate governance - meaning the governance of the large corporations which dominate modern economic life - has emerged as a major area of political and academic interest. Increasing attention has come to be focused, in particular, on the comparative aspects of corporate governance and on the different legal regimes found in different parts of the world, with policy makers striving to determine which regimes are most likely to deliver (so-called) `efficiency' and competitive success. In this context much has been made of the differences between shareholder-oriented, Anglo-American governance regimes and the more inclusive (more stakeholder-oriented) regimes to be found in certain parts of continental Europe and Japan. One result is that the increasing interest in corporate governance has re-opened old questions about the nature of corporations, about the role and duties of corporate managers and about the goal of corporate activities and the interests in which corporations should be run.
This module will explore these debates. More generally, the question of corporate governance has become entangled with other important debates, most notably that surrounding the merits (or otherwise) of different models of capitalism: Anglo-American regimes are associated with stock market-based versions of capitalism, while European regimes are associated with so-called welfare-based versions of capitalism.
The question of corporate governance has, therefore, become embroiled with debates about the morality and efficiency of different models of capitalism. These too will be explored in this module.
Contact hours: 18
Private study hours: 182
Total study hours: 200
Canterbury - LLM in (Specialisation); LLM in Law; PG Diploma in (Specialisation); PG Certificate in Law.
Brussels - LLM in (Specialisation); PG Diploma in (Specialisation); PG Certificate in Law.
Method of assessment
Main assessment methods
The module will be assessed by 100% coursework as follows:
A written essay of no more than 5000 words (100%).
An essay of no more than 5,000 words (80%)
Seminar participation (20%)
Reassessment instrument: 100% coursework
• John Cioffi, Public Law and Private Power: Corporate Governance Reform in the Age of Finance Capitalism (Cornell UP 2010)
• Thomas Clarke (ed.), Theories of Corporate Governance- The Philosophical Foundations of Corporate Governance (Routledge 2004)
• Peter Gourevitch and James Shinn, Political Power and Corporate Control- The New Global Politics of Corporate Governance (Princeton
• Reinier Kraakman et al., The Anatomy of Corporate Law- A Comparative and Functional Approach (OUP, 2nd ed., 2009).
• Curtis J. Milhaupt and Katharina Pistor, Law & Capitalism- What corporate crises reveal about legal systems and economic development
around the world (University of Chicago Press 2008).
• Peter Muchlinski, Multinational Enterprises and the Law (OUP, 2nd ed, 2007).
• Susanne Soederberg, Corporate Power and Ownership in Contemporary Capitalism: The Politics of Resistance and Domination
• Stephen Tully (ed.), Research handbook on corporate legal responsibility (Cheltenham: Elgar, 2007).
• Cynthia Williams and Peer Zumbansen (eds.), The Embedded Firm: Governance, Labor, and Finance Capitalism (Cambridge UP 2011).
See the library reading list for this module (Canterbury)
The intended subject specific learning outcomes.
On successfully completing the module students will be able to demonstrate:
1. A critical understanding of the historical origins of contemporary corporate governance regimes;
2. A critical understanding of different views of the nature and purpose of the public corporation, of the corporate share, and of corporate
3. A critical understanding of the leading contemporary theories of corporate governance, and of the ideologies and views of social and
economic life that underpin them;
4. A critical understanding of the relationship between various corporate governance regimes and different models of capitalist development;
5. Critical knowledge and understanding of contemporary processes and pressures tending towards convergence of corporate governance
regimes, and of the global economic and political context of these processes and pressures, and
6. A critical understanding of the relationship between issues of corporate governance and wider international debates of law and policy
regarding, especially, multinational corporations in such areas as the environment and human rights.
The intended generic learning outcomes.
On successfully completing the module students will be able to:
1. Present relevant knowledge and understanding in the form of reasoned and supported argument;
2. Develop and apply their knowledge and understanding in the form of reasoned supported argument;
3. Carry out thorough research analysing various points of view and using wide sources.
4. Express themselves to a high standard in a coherent form, with appropriate use of citation, and by the use of computer word processing.
5. Find relevant primary and secondary material for research in hard copy and through electronic sources.
6. Undertake further appropriate training or research in the field.
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