Unit information: Issues in Corporate Governance in 2013/14

Unit name	Issues in Corporate Governance
Unit code	LAWD30001
Credit points	20
Level of study	H/6
Teaching block(s)	Teaching Block 4 (weeks 1-24)
Unit director	Professor. McVea
Open unit status	Not open
Pre-requisites	Company Law
Co-requisites	Company Law
School/department	University of Bristol Law School
Faculty	Faculty of Social Sciences and Law

Description including Unit Aims

This unit explores the key features of corporate governance. The focus is on UK corporate governance but, where relevant, a comparative angle is examined. The unit provides an overview of the economic and institutional dynamics that influence the use and control of decision-making power in publicly traded companies. The rights, duties and obligations of key participants in corporate governance (e.g. shareholders, executives and directors) are examined. Special attention is paid to the effectiveness of reforms designed to enhance managerial accountability, in particular: institutional shareholder activism; the use of independent directors; audit and risk management techniques; the design and control of executive remuneration; hostile takeovers and the market for corporate control. There will also be a special seminar: woman representation on boards OR exploring post-crisis corporate governance reforms in the UK banking sector.

Module syllabus

1. Introduction to corporate governance: what it means and why it matters; the separation of ownership and control; overview of regulatory framework
2. The board of directors: the foundation of their authority; constraints on their powers (legal (eg directors' duties) and non legal (eg markets))
3. Shareholders' rights and remedies: Shareholder 'voice'; Appointment and removal of directors; Shareholder meetings; Proxy battles; Shareholder remedies.
4. Non-executive directors. The role of non-executive directors (in general). The potential contribution of non-executive directors to good corporate governance. Reform options. The UK Corporate Governance Code.
5. Executive pay: existing regulation; problems; reform options.
6. Statutory disclosure - institutional shareholder activism.
7. Market for corporate control and Private equity. Taking companies private. Comparing private equity with conglomerates. Private equitys corporate governance model. Private equity and the dominance of the publicly traded company. Private equity and the strengthening of corporate governance.
8. Reform of the Boardroom/Corporate governance responses to the banking crisis.

Intended Learning Outcomes

On completion of this unit, students be able to:

1. restate accurately the law relevant to corporate governance debates in the UK;
2. understand and critically evaluate the key concepts, issues and theoretical approaches relating to corporate governance debates in the UK;
3. propose and defend various reform options in relation to above;
4. clearly communicate ideas in written and verbal form, using appropriate language and concepts; and
5. show an awareness of and appreciation of corporate governance debates in other jurisdictions eg EU, US, Japan.

Teaching Information

10 fortnightly two hour seminars over two terms.

Assessment Information

The unit will be assessed by two 3,000 words essays (each worth 50% of the unit mark). Students will also have the opportunity to submit one formative essay of 1,500.

Reading and References

There will not be a main textbook or casebook for the course. Detailed reading lists will be supplied during the course of the year. The following will be useful sources of reference:

• Mallin, Corporate Governance (3rd edn., 2009, OUP)
• B. Tricker, Corporate Governance: Principles, Policies, and Practices (2009, OUP)
• Monks and Minow, Corporate Governance (4th ed)

Other useful books:

• Boyle &Birds Company Law (8th edition, Jordans,2011)
• Davies, Gower and Davies Principles of Modern Company Law (8th ed) (for background on UK company law)

Statutes

The most appropriate statute book for this course is: M. Moore, Company Law Statutes 2011 – 2012 (Routledge) which, unlike many of the other statute books, contains reference not only to the main pieces of UK companies legislation but also to other important sources of corporate governance regulation.