Dr Eva Micheler

This course is available on the LLM (extended part-time), LLM (full-time), MPhil/PhD in Accounting, MSc in Law and Accounting, MSc in Regulation and University of Pennsylvania Law School LLM Visiting Students. 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 have some knowledge of corporate law.

This course will focus on the corporate governance of companies. The course will be taught largely on a comparative basis, focussing on English and German law. We will also cover the relevant EU materials. Topics such as the following will be discussed:

1- Corporate governance: law, codes and theory

2- Allocation of decision making within the company

3- Board structure (one tier boards/two tier boards/board committees) and board remuneration

4- Directors' duties – proper purpose

5- Directors' duties – duty of care/business judgement

6- Directors' duties – related party transactions and corporate opportunities

7- Auditors

8- Stakeholders

9- Extended reporting and employee interests

10- Shareholder activism/stewardship

These topics may slightly change from year to year reflecting current developments.

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 1,500 word formative essay during the course.

R Kraakman et al (eds), The Anatomy of Corporate Law. A Comparative and Functional Approach, 3nd ed, Oxford University Press 2017 Mike Wright and Donald Siegel, The Oxford Handbook of Corporate Governance OUP 2014

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