Corporate Law and Governance
| Module title | Corporate Law and Governance |
|---|---|
| Module code | LAWM105 |
| Academic year | 2022/3 |
| Credits | 30 |
| Module staff | Dr Malcolm Rogge (Lecturer) |
| Duration: Term | 1 | 2 | 3 |
|---|---|---|---|
| Duration: Weeks | 12 |
| Number students taking module (anticipated) | 40 |
|---|
Module description
Company Law is of both theoretical and practical interest, of value both 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. This module considers the operation and regulation of companies in the age of sustainability, focusing initially on the regulation of companies in England and Wales by establishing the fundamental principle of separate legal personality and examining the key internal relationships, looking in particular at directors’ duties and shareholder remedies. The module then moves on to consider matters of enforcement and finance, taking a transnational law and global sustainability approach. Throughout the module, key current issues in corporate governance will be discussed.
The module is open to all LLM students – students are not expected to have any existing knowledge or experience of Company Law in the UK.
Module aims - intentions of the module
The module aims to introduce you to some of the key current topics and themes in Company Law and Corporate Governance and give you a strong foundation in the legal regulation of companies, particularly those registered in England and Wales. Having completed the module, you should appreciate the legal nature of a company and its role within the business environment and in wider context and have a strong understanding of key legal and governance issues. The module aims to equip you with the ability to identify pertinent issues and problems in company law and corporate governance and evaluate and assess them from both a theoretical and a practical standpoint.
Intended Learning Outcomes (ILOs)
ILO: Module-specific skills
On successfully completing the module you will be able to...
- 1. Understand and critically evaluate the role of companies, company law, corporate governance, and the implications of incorporation;
- 2. Demonstrate detailed and comprehensive knowledge and understanding of the principal features of company law and key issues in corporate governance in the age of sustainability;
- 3. Identify, explain, assess and analyse comprehensively issues arising in the areas of company law and corporate governance considered in the module, and identify and apply relevant legal rules and theories 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, integrating and presenting, coherently and reflectively, 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 sources, using this to produce reasoned arguments and analysis in relation to legal issues.
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:
- Corporate personality and the corporate veil
- Directors, the company and stakeholders
- Corporate purpose
- Directors’ duties
- Minority shareholder remedies
- Directors in public companies: remuneration, reporting duties, and strict liability.
- Shareholder rights and investor protection
- Stakeholder and shareholder primacy models of corporate governance
- Corporate finance and regulation
- Takeovers and insider trading
- ESG (environment, social, governance) and risk management
- Multinational enterprises
Sustainability and the future of the corporation
Learning activities and teaching methods (given in hours of study time)
| Scheduled Learning and Teaching Activities | Guided independent study | Placement / study abroad |
|---|---|---|
| 33 | 267 | 0 |
Details of learning activities and teaching methods
| Category | Hours of study time | Description |
|---|---|---|
| Scheduled Learning and Teaching | 33 | 11 x 3 hour interactive seminars |
| Guided independent study | 120 | Preparation for seminars reading and consideration of issues |
| Guided independent study | 30 | Preparation of group presentation for seminar and reaction paper |
| Guided independent study | 117 | Preparation of formative abstract and summative essay |
Formative assessment
| Form of assessment | Size of the assessment (eg length / duration) | ILOs assessed | Feedback method |
|---|---|---|---|
| Group presentation and discussion | 10 minutes | 1-7 | Oral feedback |
| Reaction paper | 750 words | 1-7 | Written feedback (with oral feedback upon request) |
| Essay abstract | 250 words | 1-7 | Written feedback (with oral feedback upon request) |
Summative assessment (% of credit)
| Coursework | Written exams | Practical exams |
|---|---|---|
| 100 | 0 | 0 |
Details of summative assessment
| Form of assessment | % of credit | Size of the assessment (eg length / duration) | ILOs assessed | Feedback method |
|---|---|---|---|---|
| Essay | 100 | 3,500 words | 1-7 | Written feedback (with oral feedback upon request) |
Details of re-assessment (where required by referral or deferral)
| Original form of assessment | Form of re-assessment | ILOs re-assessed | Timescale for re-assessment |
|---|---|---|---|
| Essay | Essay (3,500 words) | 1-7 | August/September reassessment period |
Indicative learning resources - Basic reading
Brenda Hannigan, Company Law, 6th edn, 2021
Marc Moore and Martin Petrin, Corporate Governance, Law, Regulation and Theory, MacMillan Education, UK, 2017
Barnali Choudhury and Martin Petrin, Understanding the Company: Corporate Governance and Theory, Cambridge University Press, 2017
The British Academy, “Policy and Practice for Purposeful Business: The Final Report of the Future of the Corporation Programme,” 2021
ELE – http://vle.exeter.ac.uk/
Indicative learning resources - Web based and electronic resources
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/
| Credit value | 30 |
|---|---|
| Module ECTS | 15 |
| Module pre-requisites | none |
| Module co-requisites | none |
| NQF level (module) | 7 |
| Available as distance learning? | No |
| Origin date | 01/11/2013 |
| Last revision date | 28/04/2022 |
