Dr Carsten Gerner Beuerle NAB 5.08

This course is available on the MSc in Law and Accounting, MSc in Regulation, Master of Laws and Master of Laws (extended part-time study). This course is available with permission as an outside option to students on other programmes where regulations permit.

This course is capped at 30 students (or two groups of 30 students each, i.e. 60 students depending on demand). LLM Specialisms This course will be relevant to the following LLM specialisms: Corporate and/or Commercial Law; Corporate and Securities Law; International Business Law.

Students should either have studied company law at undergraduate level or take LL4CF UK Corporate Law concurrently.

This course will examine topical issues of corporate governance on a comparative basis. It does not intend to present a comprehensive overview of the corporate governance system of any particular jurisdiction, nor does it constitute a self-contained introduction to corporate law. Rather, we will identify corporate governance conflicts created by the use of the corporate form, notably agency problems between shareholders, the management, and other corporate actors, and discuss solutions to these conflicts developed by different jurisdictions and legal traditions. We will draw on, and compare, three of the most important legal traditions of the world: common law (focusing in particular on the law of Delaware), the German legal tradition, and the French legal tradition.

We will assess the comparative effectiveness of the solutions found in the jurisdictions analysed. We will generally engage in a qualitative evaluation of the advantages and disadvantages of the different regulatory strategies, but also refer to quantitative studies in the literature that examine the correlation between regulatory approaches and financial variables such as the cost of capital of a business. In addition, we will attempt to identify general trends and trajectories in corporate law and explain instances of divergence or convergence of the legal strategies that we observe.

Topics include: • Comparative and empirical methods in corporate law • The economic structure of the corporation in comparative perspective • Corporate governance models • Allocation of decision rights within the corporation • The managerial agency problem I: directors’ duties and proper purpose of the exercise of managerial power • The managerial agency problem II: duty of care and the business judgement rule • The managerial agency problem III: related-party transactions and corporate opportunities • Enforcement of duties; derivative action • Determinants of corporate law, trajectories and trends; legal origins

The course can be taken either as a self-standing module or as a foundational module for Corporate Governance B, which will address more specific issues of corporate governance, such as regulation by means of corporate governance codes, executive remuneration, minority shareholder protection, and shareholder activism.

20 hours of seminars in the MT. 2 hours of seminars in the ST.

There will be a reading week in week 6. Summer term is a review and revision session.

All students are expected to produce one 2,000 word formative essay during the course.

Indicative reading

A Cahn and D C Donald, Comparative company law: text and cases on the laws governing corporations in Germany, the UK and the USA, Cambridge University Press 2010; - PL Davies et al. (eds.), Corporate boards in law and practice: a comparative analysis in Europe, Oxford University Press 2013; F Dornseifer, Corporate Business Forms in Europe, Sweet & Maxwell 2005; K J Hopt and E Wymeersch (eds), Capital Markets and Company Law, Oxford University Press 2003; K J Hopt et al (eds), Comparative Corporate Governance, Oxford University Press 1998; R Kraakman et al (eds), The Anatomy of Corporate Law. A Comparative and Functional Approach, 2nd ed, Oxford University Press 2009; P Mäntysaari, Comparative Corporate Governance, Springer 2005; J J du Plessis et al, German Corporate Governance in International and European Context, Springer 2012; M M Siems and D Cabrelli (eds), Comparative Company Law. A Case-Based Approach, Hart 2013; G Wirth, M Arnold, R Morshäuser and M Greene, Corporate Law in Germany, 2nd ed, Beck 2010

Exam (100%, duration: 2 hours, reading time: 15 minutes) in the main exam period.