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Corporate Law, Corporate Governance, and Sustainability

Module description

This module will develop your understanding of key concepts and issues in company law, corporate governance, and the global shift towards corporate sustainability. The topics covered in this module are of great value to specialist corporate lawyers; and, given the importance of companies to the economy and everyday life, to anyone interested in law, business, and legal practice. The module considers the regulation and operation of companies in the age of sustainability, focusing initially on companies in England and Wales, and then moving on to consider comparative perspectives.

It is recommended, but not required, that students taking this module have an introductory background in company law.

Module aims - intentions of the module

The module aims to give you a solid background in company law and corporate governance, with an emphasis on companies registered in England and Wales. Having completed the module, you should appreciate the legal nature of a company and its role within today’s changing business environment, and in wider social and environmental context. Beyond that, this module will equip you with a sophisticated understanding of how complex and cross-cutting issues in corporate law and governance are expressed in today’s policy debates over corporate purpose, sustainability, and the future of the corporation. To achieve this, the module takes a comparative approach, drawing on cutting edge empirical, practice-oriented, and theoretical literature in corporate law and governance.

Intended Learning Outcomes (ILOs)

ILO: Module-specific skills

On successfully completing the module you will be able to...

• 1. Understand and critically evaluate the rapidly evolving nature of company law and governance;
• 2. Demonstrate detailed and comprehensive understanding of key issues and debates in company law and corporate governance in the age of sustainability.
• 3. Identify, explain, assess and analyse comprehensively issues arising in the module and apply relevant soft law and hard law frameworks, and theoretical frameworks, to those issues.

ILO: Discipline-specific skills

On successfully completing the module you will be able to...

• 4. Demonstrate a high level of ability in selecting and coherently integrating relevant law and legal/theoretical arguments.
• 5. Demonstrate a high level of ability in integrating and assessing information from a wide variety of primary and secondary legal and policy-based sources, using this to produce reasoned arguments and analysis in relation to key issues covered in the module.

ILO: Personal and key skills

On successfully completing the module you will be able to...

• 6. Demonstrate ability to manage relevant learning resources/ information/ learning strategies confidently and effectively and to develop independently own reasoned arguments and opinions.
• 7. Communicate and engage in debate effectively and accurately, in a manner appropriate to the discipline and context.

Syllabus plan

Whilst the precise content may vary from year to year, it is envisaged that the syllabus will cover all or some of the following topics:

• The purpose and future of the corporation
• Corporate legal personality (the “corporate veil”)  
• The UK Corporate Governance Code
• Stakeholder and shareholder models of corporate governance
• Directors duties
• Shareholder and stakeholder rights and remedies
• Contrasting perspectives on Environmental, Social, and Governance factor investing (ESG)
• Enterprise risk management, due diligence, and compliance
• Regulating corporate sustainability
• Corporate finance
• Board diversity
• Corporate groups and multinational enterprises

Learning activities and teaching methods (given in hours of study time)

Details of learning activities and teaching methods

Formative assessment

Summative assessment (% of credit)

Details of summative assessment

Details of re-assessment (where required by referral or deferral)

Indicative learning resources - Basic reading

• Andreas Rasche (Ed.) Corporate Sustainability: Managing Responsible Business in a Globalised World, 2023.
• Barnali Choudhury and Martin Petrin, Understanding the Company: Corporate Governance and Theory, Cambridge University Press, 2017.
• Brenda Hannigan, Company Law, 6th edn, 2021.
• Marc Moore and Martin Petrin, Corporate Governance, Law, Regulation and Theory, MacMillan Education, UK, 2017.
• Beate Sjafjell and Christopher M. Bruner, The Cambridge Handbook of Corporate Law, Corporate Governance, and Sustainability, Cambridge University Press, 2020.
• The British Academy, “Policy and Practice for Purposeful Business: The Final Report of the Future of the Corporation Programme,” 2021.

Indicative learning resources - Web based and electronic resources

• ELE – http://vle.exeter.ac.uk/
• Companies House: http://www.companieshouse.gov.uk/
• Oxford Business Law Blog: https://www.law.ox.ac.uk/business-law-blog
• British Academy - Future of the Corporation: https://www.thebritishacademy.ac.uk/programmes/future-of- the-corporation/
• Harvard Law School Forum on Corporate Governance: https://corpgov.law.harvard.edu/
• Department for Business, Innovation and Skills: https://www.gov.uk/government/organisations/department-for-business-innovation-skills  
• Financial Reporting Council: http://www.frc.org.uk/
  World Business Council for Sustainable Development: https://www.wbcsd.org/

Key words search

Corporate governance; corporate law; ESG; sustainability; companies; business law