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DRPS : Course Catalogue : School of Law : Law

Postgraduate Course: Comparative Corporate Governance (LAWS11283)

Course Outline
SchoolSchool of Law CollegeCollege of Humanities and Social Science
Course typeStandard AvailabilityNot available to visiting students
Credit level (Normal year taken)SCQF Level 11 (Postgraduate) Credits20
Home subject areaLaw Other subject areaNone
Course website None Taught in Gaelic?No
Course descriptionThe course focuses on the theory, law and practice of the governance of corporations across different jurisdictions. Corporate governance regulates the relationships between various corporate constituencies (directors, officers, majority and minority shareholders, employees, creditors) with a view to establishing an adequate system of controls that prevents any single corporate constituency from acquiring overriding power or influence. Because legal systems rank social priorities differently, several models of corporate governance have emerged worldwide. Consequently, comparative knowledge and understanding of corporate governance are essential tools for business lawyers and policy makers.

Throughout this course, students will acquire comprehensive knowledge and understanding of the main theoretical approaches to governance of companies. They will explore the mechanisms that different models of corporate governance adopt to mitigate the conflicts between different kinds of corporate constituencies, and the main sources of diversity of corporate governance systems. Students will use these theoretical tools critically to analyse the advantages and shortcomings of the main North American, European and Asian governance systems. Upon successful completion of this course, students will acquire a trans-national and inter-disciplinary understanding of the tensions among corporate constituencies and the policy strategies adopted by various jurisdictions to tackle these conflicts.
Entry Requirements (not applicable to Visiting Students)
Pre-requisites Co-requisites
Prohibited Combinations Other requirements None
Additional Costs None
Course Delivery Information
Delivery period: 2013/14 Semester 2, Not available to visiting students (SS1) Learn enabled:  No Quota:  25
Web Timetable Web Timetable
Course Start Date 13/01/2014
Breakdown of Learning and Teaching activities (Further Info) Total Hours: 200 ( Seminar/Tutorial Hours 20, Programme Level Learning and Teaching Hours 4, Directed Learning and Independent Learning Hours 176 )
Additional Notes
Breakdown of Assessment Methods (Further Info) Written Exam 0 %, Coursework 100 %, Practical Exam 0 %
No Exam Information
Learning Outcomes
On completion of this course, the student will be able to:
1. By the end of the course, students will be able to:

Understand the meaning and relevance of the main theories of corporate governance:

o Understand the causes of the conflicts between managers, shareholders and other stakeholders, and the role of corporate governance in managing these conflicts
o Analyse the premises, substance and rationale of the shareholder primacy theory, the stakeholder primacy theory and the board primacy theory
o Compare and contrast the policy objectives that underpin the main corporate governance theories
o Evaluate the advantages and disadvantages of principle-based versus rule-based regulation of corporations

2. Demonstrate a comprehensive and critical understanding of main corporate governance systems worldwide:

o Understand the particularities of the main national corporate governance models discussed throughout the course
o Analyse the emerging international standards in the area of corporate governance
o Critique the academic debates around the diversity and convergence of corporate governance systems

3. Analyse the effects of corporate scandals and financial crisis on corporate governance principles:

o Demonstrate a critical understanding of the causes of the main recent American corporate scandals
o Evaluate the changes in corporate governance brought about by corporate scandals and financial crisis

4. Demonstrate the development of key research, communication and personal effectiveness skills:

o the ability to synthesise and communicate information and ideas effectively in written and oral form
o the ability to present to others research and scholarly work relating to their own and foreign legal cultures
o the ability to work independently, seeking relevant advice and support when necessary
o the ability to work constructively as a member of a group or team, to assert leadership or follow instructions effectively
Assessment Information
75% final written essay
25% oral student presentation
Special Arrangements
Additional Information
Academic description Postgraduate taught course.
This course is mandatory for the completion of the LLM in Corporate Law.
The course is available to students from other LLM programmes, subject to place availability.
Syllabus Participants in this course will examine the following main topics:

1. theoretical aspects of corporate governance

1.1 the shareholder primacy model (separation between 'ownership' and 'control' of companies and ensuing agency costs)
1.2 the stakeholder primacy model and its variations (directors as trustees for all stakeholders; the team production theory)
1.3 the director primacy model (focusing on the tension between authority and accountability of corporate directors)

2. main systems of corporate governance

2.1 theoretical approaches to comparative corporate governance (analysis of the factors that generate diversity of corporate governance systems, such as type of financial systems, political factors, culture and social norms).
2.2 the US corporate governance model
2.3 corporate governance in Europe (UK, Germany)
2.4 Asian corporate governance models (China, Japan)

3. contemporary trends in corporate governance

3.1 globalisation of corporate governance (development of international standards/codes of corporate governance; evidence of recent convergence trends; the debates surrounding the desirability of harmonisation of corporate governance models)
3.2 critique of the US system of corporate governance in light of the global financial crisis
3.3 the future of corporate governance (the role of institutional investors; the importance of corporate social responsibility)
Transferable skills Research skills
Oral and written communication skills
Problem-solving and critical analysis skills
Team work skills
Reading list The reading assigned for each seminar will be specified in the handout distributed in advance.
Study Abroad Not entered
Study Pattern The course will consist of instructor-led and student-led seminars.
Students are expected to complete the assigned reading before each seminar and participate in class discussions.
KeywordsCorporate governance; company law; comparative law
Course organiserMr Remus Valsan
Tel: (0131 6)50 2008
Course secretaryMiss Amanda Mackenzie
Tel: (0131 6)50 6325
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