LAWSG129 Corporate Governance in the UK and US

LAWSG129: CORPORATE GOVERNANCE IN THE UK AND US
Credit value: 15 credits (7.5 ECTS, 150 learning hours)
Convenor: Anna Donovan
Other Teachers: None
Teaching Delivery: 10 x 2-hour weekly seminars, Term Two
Who may enrol: Any UCL Masters student
Prerequisites: None
Must not be taken with: None
Qualifying module for: LLM in Comparative Law
LLM in Corporate Law
LLM in Human Rights Law
Introductory video: Currently there is no introductory video for this module
Assessment
Practice Assessment: To be confirmed
Final Assessment: One two-hour unseen written examination (100%)
Module Overview
Module summary:

The Corporate Governance course provides students with a fundamental understanding of the legal rules and market pressures that determine the balance of decision-making power within UK and US public companies. It assesses the main theoretical models of the business corporation as developed within Anglo-American scholarship in order to provide a conceptual structure to the rest of the material. On this basis, it then examines fundamental issues facing the governance of public companies including: the rights and obligations of key corporate governance actors (namely shareholders and the board); the challenges of ethical decision making; institutional shareholder activism and its role in enhanced corporate governance; corporate bribery and corruption; and the interplay between governance and tax compliance strategies.  The course also features two guest lecturers, providing insight from industry as to constraints on executive pay and the role of corporate governance in practice.

Module syllabus:

  • Introduction to corporate governance
  • Paradigms of corporate governance
  • The foundations of the board’s authority
  • Shareholders’ rights of intervention and institutional activism
  • Unethical decision making
  • Corporate bribery and corruption
  • Executive remuneration
  • Corporate governance and tax compliance
  • Corporate social responsibility
Recommended materials:

Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment.

Preliminary reading:

None.

LAWSG129: CORPORATE GOVERNANCE IN THE UK AND US
Credit value: 15 credits (7.5 ECTS, 150 learning hours)
Convenor: Anna Donovan
Other Teachers: None
Teaching Delivery: 10 x 2-hour weekly seminars, Term Two
Who may enrol: Any UCL Masters student
Prerequisites: None
Must not be taken with: None
Qualifying module for: LLM in
Introductory video
Assessment
Practice Assessment: Opportunity for feedback on one optional practice essay or on plan for final essay
Final Assessment: One 6,000-word essay (100%)
Module Overview
Module summary:

The module considers how security is granted by companies and the legal and practical issues in doing so. The taking of security is an aspect of the law of property and the module will therefore also consider principles underlying the creation of property rights and the incidence of proprietary interests arising in secured transactions. It will also look at the effectiveness of security as against other secured creditors and insolvency officers. While the focus is on current English law, comparative perspectives will be developed where possible and selected proposals for reform of English law will be considered.

 

Module syllabus:

  1. Types of security interests
  2. Fixed and floating charges
  3. Security in intangibles
  4. Creation and effectiveness of other proprietary interests created for the purpose of security: ‘quasi-security’
  5. Registration
  6. Priorities
  7. Enforcement
  8. The effect of insolvency
  9. Cross-border security
  10. Reform
Recommended materials:

  • R Calnan, ‘Taking Security’ (3rd edn Jordan Publishing 2013)
  • Louise Gullifer (ed), Goode on Legal Problems of Credit and Security (5th edition Sweet & Maxwell 2013)
  • H Beale, M Bridge, L Gullifer, E Lomnicka, The Law of Security and Title-Based Financing (2nd edn OUP 2012)

Module reading lists and other module materials will be provided via online module pages, once students have made their module selections upon enrolment.

Preliminary reading:

Candidates not familiar with the principles of English personal property law may benefit from:

  • Chapters 1 and 11 of D Sheehan, the Principles of Personal Property (Hart 2011)
  • Part I and III.F4 in B McFarlane, The Structure of Property Law (Hart 2008)