Handbook

Corporate governance has become increasingly important in the control of corporations and their behaviour. This course is about the governance of corporations and the inter-section of governance techniques with regulation and corporate law. It is not a course about director’s duties and liabilities, though these play an important role in shaping corporate governance. The course begins with a study of some corporate governance failures, which we refer back to throughout. It continues with a study of various techniques that have been employed in the pursuit of good corporate governance at board level and in the areas of shareholder and stakeholder activity. We also consider corporate governance at the supra-national level, the strengthening link with human rights and corporate social responsibility. Various theories or purposes of the corporation and its decision-makers are considered as we pass through the topics. The course concludes by looking at corporate governance and the financial markets and the remedial and sanctioning implications for corporate governance failures.

Main Topics:

• Current developments in corporate governance and its environment: an overview of the legal structure of corporate governance; theories of corporate governance
• Comparative dimensions of corporate governance: global convergence or path dependence
• An introduction to corporate ethics
• The objectives of the corporation: defining corporate purposes and responsibilities: global and human rights dimensions
• Discerning the board's role and function and its optimal structure and process
• Board composition and role differentiation: executive versus non-executive directors
• The moderators of board conduct and standards: the respective roles of legal liability rules, markets and of social and ethical norms; the role of directors and officers liability insurance
• Director and executive remuneration
• The role in which shareholders are cast: reconfiguring for efficacy and function
• Encouraging shareholder activism: merits and feasibility
• The function of professional gatekeepers: auditors, financial advisers and lawyers.