Introductory description

This first part of this module is designed to provide students with a theoretical framework to understand corporate governance problems. To this effect, the module illustrates the origins of the corporate governance debate, and its expression in core UK company law doctrine. Based on a multi-disciplinary approach to corporate governance theories, the module examines the corporate governance regimes in the Anglo-American and Continental European systems with a particular emphasis on the UK system.

The second part focuses on the theoretical and practical ways of regulating corporate activities and markets. It will focus on the reasons why and the techniques used such as risk based approaches, to regulate corporate activities and markets. Attention will be given to the issue of regulation and enforcement both in terms of style and the range of sanctions that could be used to deal with corporate and market failures. Finally, the issue of political and legal accountability will be considered.

Overall, the module aims to provide students with the necessary conceptual tools to enable them to make the most out of their optional modules and dissertation, and in due course to continue to study this key area independently. Throughout the module, the discussion will focus on the normative question of what constitutes an appropriately designed corporate governance and financial regulation regime.

Module web page

Module aims

Outline syllabus

This is an indicative module outline only to give an indication of the sort of topics that may be covered. Actual sessions held may differ.

The emergence of the modern corporation and of the corporate governance debate.

Boards of directors.

Accounts, Audit committees and auditors.

The remuneration of directors and senior managers.

The future of the modern corporation- financial, environmental and social sustainability.

The Rationale of Regulation: The theoretical and practical perspective of why corporate activities and markets are regulated are outlined and evaluated.

The Structure of Regulation: The structure and implementation of regulation as well as the mechanisms of political and legal accountability will be considered.

Risk Based Approach to Regulation: The move from command and control to risk and compliance based methods of regulation.

Enforcement Style and Sanctions: The formal and informal techniques to ensure compliance and the spectrum of sanctions available to a regulator.

Learning outcomes

By the end of the module, students should be able to:

Indicative reading list

C Bruner, Corporate Governance in the Common-Law World (CUP, 2013) MT Moore, Corporate Governance in the Shadow of the State (Hart Publishing, 2013) LE Talbot, Progressive Corporate Governance for the 21st Century (Routledge, 2012) A Keay, The Corporate Objective (Edward Elgar, 2011) A Dignam and M Galanis, The Globalization of Corporate Governance (Ashagte, 2009) R Kraakman and others, The Anatomy of Corporate Law (2nd edn, OUP, 2009) BR Cheffins, Company Law: Theory, Structure and Operation (OUP, 1997) JE Parkinson, Corporate Power and Responsibility (OUP, 1993) PL Davies, Introduction to Company Law (2nd edn, Oxford University Press, 2010) R Baldwin et al, Understanding Regulation: Theory, Strategy and Practice (OUP, 2012) R Baldwin and M Lodge, (eds) The Oxford Handbook of Regulation (OUP, 2012) R Baldwin, C Scott, C Hood, Reader on Regulation (OUP, 1998) J Black et al, Regulatory innovation: A Comparative Analysis (Edward Elgar, 2005) I Ayres and J Braithwaite, Responsive Regulation: Transcending the Deregulation Debate (OUP, 1992)

Subject specific skills

No subject specific skills defined for this module.

Transferable skills

No transferable skills defined for this module.