2024/25 Taught Postgraduate Module Catalogue

LAW5568M International Corporate Governance

15 creditsClass Size: 120

Module manager: Dr Clare Patton
Email: C.Patton@leeds.ac.uk

Taught: Semester 2 (Jan to Jun) View Timetable

Year running 2024/25

Pre-requisite qualifications

Either Company Law at undergraduate level in a common law jurisdiction or LAW5550M Corporate Law as a pre-requisite.

Pre-requisites

LAW5550M

Corporate Law

This module is not approved as an Elective

Module summary

Public companies play a critical role in the world's economy. The aim of the module is to provide a comprehensive study of the role of corporate governance (essentially how companies are governed) in the world economy. It will consider the various systems of corporate governance that operate around the world with a focus on the Anglo-American system (outsider system), the systems applying in Germany and Japan (insider systems), and that which has developed in China, with some comparison between these systems and consideration of the advantages and disadvantage of the respective systems. The module will examine the primary theories that are applied to corporate governance and it will investigate the main participants in governance, namely directors, shareholders (including, most importantly, institutional shareholders), employees and creditors and their roles and positions, and what protections they have. Some consideration is given to regulation and whether hard or soft law is appropriate as we as shareholder activism and executive remuneration.

Objectives

1. To understand what corporate governance means, and the primary corporate governance issues, and systems in the world.
2. To understand the main theories of corporate governance, and to be able to articulate the strengths and weaknesses of the shareholder primacy and stakeholder theories, in particular.
3. To understand the importance and role of corporate governance in the global economy.
4. To understand the benefits and risks of regulating corporate governance and what forms regulation can take.
5. To understand the nature and role of corporate governance codes.
6. To distinguish between outsider and insider systems of corporate governance.
7. To be able to explain the problems caused by the separation of management and control in public companies.
8. To identify those who have a stake in companies and what protections are available to them.
9. To be able to explain the rights and remedies available to shareholders.
10. To assess critically the role of institutional investors in corporate governance.
11. To understand and critique the role of the regulatory authorities.

12. To identify who are gatekeepers and their roles in corporate governance.
13. To understand the concept and role of gatekeeper liability, with particular reference to auditors and lawyers, and critically assess the efficacy of imposing gatekeeper liability.
14. To understand the role of directors and why corporate governance systems are so concerned about them.
15. To understand the constitution and role of boards in one-tier and two-tier systems of management.
16. To be able to articulate the issues surrounding executive remuneration.
17. To have an understanding of the major corporate governance systems and to be able to explain the main features of each; in particular, those adopting the Anglo-American and German approaches, as well as new developments in Brazil, China, India, Italy, and Japan.

Learning outcomes
On successful completion of the module students will have demonstrated the following learning outcomes relevant to the subject:
- explain what corporate governance means, what are the primary corporate governance issues that exist, and what are the main corporate governance systems in the world;
- understand the primary theories of corporate governance, and to be able to articulate the shareholder primacy and stakeholder theories of corporate governance and to identify their respective strengths and weaknesses;- understand the importance, and role, of corporate governance in the companies of today;
- be able to explain the arguments for and against regulation in corporate governance and what forms regulation can take;- distinguish between outsider and insider systems of corporate governance;
- be able to explain the problems caused by the separation of management and control in public companies;- identify those who have a stake in companies and what protections they have available to them;
- be able to explain the rights and remedies available to shareholders.

Skills learning outcomes
On successful completion of the module students will have demonstrated the following learning outcomes relevant to the subject:
1. Critical thinking, demonstrating openness to alternative ideas and have the ability to interrogate sources
2. Develop academic skills to enable you to source, understand and apply your discipline
3. Be able to evaluate and analyse a range of information to put forward coherent and evidence based arguments
4. Develop advanced communication skills, essential for effective interaction and the dissemination of complex concepts.

Syllabus

Details of the syllabus will be provided on the Minerva organisation (or equivalent) for the module

Teaching methods

Delivery type	Number	Length hours	Student hours
Lecture	8	1.00	8.00
Seminar	5	1.50	7.50
Private study hours			134.50
Total Contact hours			15.50
Total hours (100hr per 10 credits)			150.00

Opportunities for Formative Feedback

A formal formative assessment opportunity will be provided, which is specifically pedagogically aligned to the summative assessment task. As part of this, each student will receive individual feedback designed to support the development of knowledge and skills that will be later assessed in the summative assessment.

Methods of assessment

Coursework

Assessment type	Notes	% of formal assessment
Assignment	Coursework	100.00
Total percentage (Assessment Coursework)		100.00

Normally resits will be assessed by the same methodology as the first attempt, unless otherwise stated

Reading list

The reading list is available from the Library website

Last updated: 04/04/2024

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