Module SXL-4011:
Comparative Corp. Governance

Module Facts

Run by School of Law

20 Credits or 10 ECTS Credits

Semester 1

Organiser: Mr Aled Griffiths

Overall aims and purpose

This module is an optional module for students registered for the LLM in Laws and the LLM in International Commercial & Business Law. It will review the law relating to corporate governance including the rights, powers and duties of directors, shareholders, creditors and other key stakeholders including employees and the communities in which Companies operate. The initial focus will be on the law as developed in the UK but thereafter a comparative approach will be adopted with consideration of materials from the US, other European Union Member States, Africa, Asia, China, and the Middle East. The Seminars will include detailed examination of corporate scandals and provide a brief overview of global developments including particular governance issues of pertinence to commercial and legal developments in Africa, Asia and Europe.

Course content

Following a brief introduction to the law of business organisations, the module will focus on the legal roots of corporate governance, paying particular attention to the respective rights and duties of shareholders and Directors. The module will provide an overview of the reforms introduced by the Companies Act 2006 and the impact of European Union legislation. Comparative models of corporate governance with are discussed with a view of evaluating and predicting the extent of global convergence of differentiation and the future direction of corporate governance.

Assessment Criteria

threshold

Displays ability within a specialized area of knowledge and skills, employing appropriate skills to conduct research. Work at threshold quality demonstrates an adequate knowledge and understanding of current issues in this field of study. It shows a critical awareness of current problems, some of which is informed by thinking at the forefront of the academic discipline. Work at this level shows a developing understanding of techniques applicable to the student’s own research. It shows an ability of apply knowledge in an original way, and to use established techniques of research and enquiry to interpret knowledge in the discipline. The conceptual understanding evidenced by the work indicates that the student can evaluate scholarship in the field.

good

Displays accomplished ability within a specialized area of knowledge and skills, employing good quality skills to conduct research. Good work in this module will demonstrate a systematic knowledge and understanding of current issues in this field of study. It shows a critical awareness of current problems, much of which is at, or informed by thinking at, the forefront of the academic discipline. Work at this level shows a comprehensive understanding of techniques applicable to the student’s own research. It shows an ability to apply knowledge in an original way, and to use established techniques of research and enquiry to create and interpret knowledge in the discipline. The conceptual understanding evidenced in the work indicates that the student can evaluate advanced scholarship in the discipline. The work shows an ability to evaluate methodologies and develop critiques of them, and, where, appropriate, propose hypotheses.

excellent

Displays mastery of a complex and specialized area of knowledge and skills, employing advanced skills to conduct research. Excellent work in this module will contain the qualities recognized in good work, but will show them in a more consistent way, and at all points. It will demonstrate a systematic knowledge and understanding of current issues in this field of study. It shows a critical awareness of current problems, much of which is at the forefront of this academic discipline. Work at this level shows a comprehensive understanding of techniques applicable to the student’s own research or to advanced scholarship. It shows throughout an ability to apply knowledge in an original way, and to use established techniques of research and enquiry to create and interpret knowledge in the discipline. The conceptual understanding evidenced in the work indicates that the student can critically evaluate advanced scholarship in the discipline, and do so in a consistent manner. The work shows an ability to evaluate methodologies and develop critiques of them, and, where, appropriate, propose hypotheses.

Learning outcomes

  1. Develop a critical awareness of what is meant by corporate governance, and how the concept has been developed in the UK and in other common law jurisdictions.

  2. Show a critical understanding of the strengths and weaknesses of the concept of corporate personality including its applicability to the notion of corporate crime.

  3. Research and explore the challenges associated with ensuring effective boardroom performance in the light of the wide range of different ownership structures such as those of large multinational quoted companies on the one hand and family owned small firms on the other.

  4. Compare and contrast legal provisions in the UK and USA with parallel provisions in Europe and other global players including Arab and African States, China, and India.

  5. Critically discuss the legal impact and viability of new expectations that have been thrust on corporate bodies, particularly that of social responsibility and sustainability.

  6. Apply critical knowledge of the theory and practice of corporate governance to develop their own reasoned analysis of the strengths and weaknesses of models of corporate governance, together with a rationale for further reform.

Assessment Methods

Type Name Description Weight
Written assignment 100

Teaching and Learning Strategy

Hours
Private study 178
Seminar

This module will consist of 11 x 2 hour seminars. Each seminar focuses on topical issues in Company Law and the application of the relevant legal provisions to the commercial sector. Background reading will be set in advance, together with some preliminary questions which will form the basis for discussion in the seminar. Further reading will be recommended after each seminar to extend and further the students’ knowledge and skills. Other forms of teaching such as class presentations by students and guest presentations by practitioners may take place from time to time.

22

Transferable skills

  • Literacy - Proficiency in reading and writing through a variety of media
  • Computer Literacy - Proficiency in using a varied range of computer software
  • Self-Management - Able to work unsupervised in an efficient, punctual and structured manner. To examine the outcomes of tasks and events, and judge levels of quality and importance
  • Exploring - Able to investigate, research and consider alternatives
  • Information retrieval - Able to access different and multiple sources of information
  • Inter-personal - Able to question, actively listen, examine given answers and interact sensitevely with others
  • Critical analysis & Problem Solving - Able to deconstruct and analyse problems or complex situations. To find solutions to problems through analyses and exploration of all possibilities using appropriate methods, rescources and creativity.
  • Presentation - Able to clearly present information and explanations to an audience. Through the written or oral mode of communication accurately and concisely.
  • Teamwork - Able to constructively cooperate with others on a common task, and/or be part of a day-to-day working team
  • Argument - Able to put forward, debate and justify an opinion or a course of action, with an individual or in a wider group setting
  • Self-awareness & Reflectivity - Having an awareness of your own strengths, weaknesses, aims and objectives. Able to regularly review, evaluate and reflect upon the performance of yourself and others

Subject specific skills

  • demonstrate the ability to work with others in a team to achieve reasoned, critical, comparative perspectives upon legal questions.
  • demonstrate the ability to work with others in a team to achieve reasoned, critical, comparative perspectives upon legal questions.
  • present reasoned, critical, comparative responses to the views of others on legal subjects within a Welsh, United Kingdom, European and/or global context;
  • present reasoned, critical, comparative responses to the views of others on legal subjects within a Welsh, United Kingdom, European and/or global context;
  • present to others from a specialist or non-specialist background, reasoned, critical, comparative presentations relating to legal subjects within a Welsh, United Kingdom, European and/or global context;
  • present to others from a specialist or non-specialist background, reasoned, critical, comparative presentations relating to legal subjects within a Welsh, United Kingdom, European and/or global context;
  • Students will acquire knowledge and understanding of basic principles, advanced level theories and explore the many traditional and contemporary challenges in International Law. They will receive a balanced education in the relevant law, theory, politics and practice.
  • Students will be taught through a range of methods, balancing theory and practice, and aiming at developing critical thinkers able to respond to the intellectual and professional challenges facing contemporary International Lawyers.
  • write sustained critical expositions of any given area of the legal subjects studied and present the findings clearly, logically and coherently;

Resources

Reading list

Courses including this module

Optional in courses: