Corporate Governance - LW899

Location Term Level Credits (ECTS) Current Convenor 2018-19
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7 20 (10) MR ID Frame
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7 20 (10) DR PFH Morrow







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.


This module appears in:

Contact hours

2 hours a week combined lecture/seminar excluding reading and writing weeks (18 weeks). The remaining 182 hours are dedicated to private study time. There are 200 study hours for the module.


Autumn Term

Method of assessment

100% Coursework comprising of a 5,000 word essay (maximum).

Indicative reading

J Cioffi, Public Law and Private Power: Corporate Governance Reform in the Age of Finance Capitalism (Cornell UP, 2010)
T Clarke (ed), Theories of Corporate Governance- The Philosophical Foundations of Corporate Governance (Routledge, 2004)
P Gourevitch & J Shinn, Political Power and Corporate Control- The New Global Politics of Corporate Governance (Princeton UP, 2009)
Reinier Kraakman et al, The Anatomy of Corporate Law- A Comparative and Functional Approach, 2nd ed (OUP, 2009)
Curtis, Milhaupt & Pistor, Law & Capitalism- What corporate crises reveal about legal systems and economic development around the world (University of Chicago Press, 2008)
P Muchlinski, Multinational Enterprises and the Law, 2nd ed (OUP, 2007)
S Soederberg, Corporate Power and Ownership in Contemporary Capitalism: The Politics of Resistance and Domination (Routledge, 2009)
S Tully (ed), Research handbook on corporate legal responsibility (Cheltenham: Elgar, 2007)
C Williams & P Zumbansen (eds), The Embedded Firm: Governance, Labor, and Finance Capitalism (CUP, 2011)

See the library reading list for this module (Canterbury)

See the library reading list for this module (Medway)

Learning outcomes

An understanding of the historical origins of contemporary corporate governance regimes;
An understanding of different views of the nature and purpose of the public corporation, of the corporate share, and of corporate shareholding;
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;
A critical understanding of the relationship between various corporate governance regimes and different models of capitalist development;
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
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


Stage 1

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