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DRPS : Course Catalogue : School of Law : Law

Postgraduate Course: Corporation Law and Economics (LAWS11284)

Course Outline
SchoolSchool of Law CollegeCollege of Arts, Humanities and Social Sciences
Credit level (Normal year taken)SCQF Level 11 (Postgraduate) AvailabilityNot available to visiting students
SCQF Credits20 ECTS Credits10
SummaryThe activity of business corporations cannot be fully understood without a firm grasp of the economic theories that underpin their internal structure and the transactions they engage in.

Throughout this course, students will acquire comprehensive knowledge and understanding of the main theories and concepts that underlie the economic analysis of corporate law and governance.
Course description Topics covered in this course include:

- Theories of the firm and agency costs
- Economic rationales for shareholder limited liability and shareholder voting
- Agency costs explanations of dividends
- Directors' fiduciary duties and the business judgement rule
- Executive remuneration, 'say on pay' and long-term incentive plans
- The market for corporate control

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.
Entry Requirements (not applicable to Visiting Students)
Pre-requisites Co-requisites
Prohibited Combinations Other requirements None
Course Delivery Information
Academic year 2023/24, Not available to visiting students (SS1) Quota:  25
Course Start Semester 1
Timetable Timetable
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 )
Assessment (Further Info) Written Exam 0 %, Coursework 100 %, Practical Exam 0 %
Additional Information (Assessment) This course will be assessed by the following component(s):
1) 5000 Word Essay (100%). The list of essay topics will be distributed in the second half of the semester.
Feedback Students will receive written feedback on their formative and summative assessments. Formative feedback will also be given on a continuing basis, during class discussions and assignments.

The formative assessment consists in a short critical analysis of one of the prescribed readings, usually due in Week 5. Students are expected to discuss critically the core ideas of the paper, using supporting arguments drawn from the relevant readings covered in the course and from individual research.

This exercise gives students the opportunity to test their research, critical thinking and writing skills, and to understand the expectations for the summative assessment. Following the release of the formative feedback, students are encouraged to reflect on their performance and to discuss any remaining queries with the course organiser.

Feedback on the summative assessment will be provided in written form via Learn, the University of Edinburgh's Virtual Learning Environment (VLE).
No Exam Information
Learning Outcomes
On completion of this course, the student will be able to:
  1. Demonstrate a critical understanding of the content and implications of the main economic theories of the corporation:
  2. Critically analyse the arguments in support of, and against the shareholder wealth maximisation norm
  3. Critically evaluate the law and economics explanations and justifications of executive compensation fiduciary duties and the market for corporate control
  4. Demonstrate developed written and oral skills, including the clear and succinct expression of ideas
  5. Demonstrate ability to work effectively in a group
Reading List
There is no mandatory textbook for this course. Detailed reading lists for each seminar will be distributed one week in advance. Students wishing to gain early insight into the themes covered in economic analysis of corporate law should consult the following foundational monographs:

¿ Frank H. Easterbrook and Daniel R. Fischel, The Economic Structure of Corporate Law (Cambridge, Mass: Harvard University Press, 1991)
¿ Oliver E. Williamson and Sidney G. Winter, eds, The Nature of the Firm: Origins, Evolution, and Development (New York: Oxford University Press, 1993)
¿ Adolf A. Berle and Gardiner C. Means, The Modern Corporation and Private Property (New Brunswick: Transaction Publishers, 1991)
¿ Reiner Kraakman et al., The Anatomy of Corporate Law: A Comparative and Functional Approach, 3rd ed. (New York: Oxford University Press, 2017)
Additional Information
Graduate Attributes and Skills Ability to critically analyse and apply complex theoretical ideas and empirical research evidence
Communicate and work with other students, often from diverse intellectual backgrounds and from different countries
Use library and electronic resources effectively and independently to research problems
Exercise judgement, critical reflection and independence in a substantial writing task
Keywordsthe theory of the firm; shareholder primacy,stakeholder theory,fiduciary duties,hostile takeover
Course organiserDr Remus Valsan
Tel: (0131 6)50 2008
Course secretaryMiss Bethan Walters
Tel: (0131 6)50 2386
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