Program Overview

Comparative Corporate Governance (LAWS0263)

Key Information

Faculty and Teaching Department

The faculty for this module is the Faculty of Laws, and the teaching department is Laws.

Credit Value and Restrictions

• The credit value for this module is 45.
• This module is restricted to postgraduate taught students in the Faculty of Laws.

Alternative Credit Options

There are no alternative credit options available for this module.

Description

Module Summary

This course provides students with an in-depth understanding of the latest regulatory frameworks governing corporations, alongside current issues in corporate governance in key jurisdictions such as the US, UK, Germany, France, and other regional examples. Focusing on key principles such as directors' duties and shareholder rights, the course examines the role of corporate governance in regulating corporate practices. It also addresses contemporary challenges like shareholder activism, executive remuneration, corporate social responsibility, and the debate over corporate purpose. The course adopts an interdisciplinary, comparative approach, studying Anglo-American regulatory frameworks and considering international perspectives.

Module Aims

This course aims to equip students with a thorough understanding of corporate governance principles, including the regulatory mechanisms that guide corporate behaviour and control. It seeks to provide a critical analysis of key issues in corporate governance, from the regulation of executive pay to the impact of corporate governance on firm performance. The course also aims to explore the historical and economic foundations of corporate governance, particularly the managerial agency problem, and how these concepts shape current policymaking and global regulatory approaches.

Module Outcomes

By the end of the course, students will have developed a comprehensive understanding of corporate governance regulation, with particular focus on the Anglo-American systems and their comparative elements. They will be able to critically evaluate topical issues in corporate governance, such as shareholder activism and executive pay, and understand the influence of economics and finance on regulatory frameworks. Students will also gain insights into the link between corporate governance practices and firm performance, preparing them for practical application or further academic research in corporate law and governance.

Module Syllabus

The module syllabus includes:

• Board structure regulation, including board diversity and stakeholder representation
• Corporate governance and firm performance
• Directors' duties
• Enforcement of directors' duties
• Ownership structures, common ownership, and the role of private capital
• Shareholder activism and short-termism
• Market for corporate control
• Executive remuneration and employee rights
• CSR (corporate social responsibility)
• ESG (environmental, social, and corporate governance) investing and reporting
• Internal controls, ethics and risk management
• Corporate reporting and audit regulation
• Trends in corporate governance

Recommended Materials

Recommended texts for the module include:

• Andreas Cahn and David C. Donald, Comparative Company Law (2nd ed., Cambridge University Press 2018)
• Brian R. Cheffins, Advanced Introduction to Corporate Governance Law and Regulation (EE 2024)
• Carsten Gerner-Beuerle and Michael Schillig, Comparative Company Law (Oxford University Press 2019)
• Reinier Kraakman et al (eds.), The Anatomy of Corporate Law (3rd ed., Oxford University Press 2017)

Preliminary Reading

Preliminary reading includes:

• Reinier Kraakman et al (eds.), 'The Anatomy of Corporate Law' (3rd ed., Oxford University Press 2017), ch. 1
• Brian R. Cheffins and Bobby V. Reddy, 'Murder on the City Express - Who is Killing the London Stock Exchange's Equity Market?' (2023) European Corporate Governance Institute - Law Working Paper No. 714/2023
• Colin Mayer, 'The Future of the Corporation and the Economics of Purpose' (2021) 58 Journal of Management Studies 887-901
• Colin Mayer, 'Prosperity: Better Business Makes the Greater Good' (Oxford University Press 2018)
• Elizabeth Pollman, 'The Making and Meaning of ESG' (2022) European Corporate Governance Institute Law Working Paper No 659/2022
• Jan Fitchner, Eelke M Heemskerk and Javier Garcia-Bernando, 'Hidden Power of the Big Three? Passive Index Funds, Re-Concentration of Corporate Ownership, and New Financial Risk' (2017) 19(2) Business & Politics 298

Module Deliveries for 2026/27 Academic Year

The intended teaching term for this module is Terms 1 and 2, and it is offered at the postgraduate level (FHEQ Level 7).

Teaching and Assessment

• Mode of study: In person
• Methods of assessment: 100% Exam
• Mark scheme: Numeric Marks

Other Information

• Number of students on module in previous year: 36
• Module leader: Dr Pedro Schilling De Carvalho

Last Updated

This module description was last updated on 10th March 2026.