International Corporate Law and Governance

Module aims

1. To provide students with an advanced and critically analytical knowledge and understanding of the fundamental legal concepts that characterise corporate identity and activity in a global context;

2. To provide students with an advanced and analytical knowledge of the theoretical framework underpinning corporate governance theories and strategies, and the varied approaches to their regulation;

3. To apply in a comparative manner these concepts of corporate identity and corporate governance to at least two regional models of corporate governance ( indicatively from Anglo-American, Western European and Asia-Pacific) ;

4. To develop students' capacity for critical analysis and logical thinking and to encourage independent learning;

5. To develop a general range of transferable and generic skills in problem-solving and reasoning, time-management and written and oral communication.

Learning outcomes

On successful completion the student will be able to:

1. Demonstrate an advanced and detailed knowledge and understanding of the fundamental legal concepts that characterise corporate identity and activity in a global context;

2. Demonstrate an advanced and analytical knowledge and understanding of the theoretical framework underpinning corporate governance theories, strategies and regulation;

3. Describe, and critically evaluate, both theoretically and in practice, different regional models of corporate law & governance;

4. Operate professionally, ethically and with cultural awareness in a global corporate context.

On completion the student will have had the opportunity to:

5. Work individually to clarify objectives and construct cogent and persuasive arguments in response to the issues and problems posed;

6. Work in teams to clarify objectives, exchange ideas and knowledge and evaluate the contributions of others in constructing cogent and persuasive arguments in response to the issues and problems posed;

7. Locate and synthesise information from a range of published literature and electronic sources and present this effectively in oral, written and other media;

8. Take responsibility for their personal learning and continuous professional development.

Question 1:

1.1 Role and powers of the shareholders. Legislation and Case law review (specially in limitations)

1.2 Role and powers of the board. Legislation and Case law review (specially in limitations)

1.3 Possible action to overruling of the board decisions: Case law

Key Issue: Whether or not a group of the shareholders can oppose to the moving abroad of the company.

Question 2: Executive remuneration and its limits: Legislation and Case law review (specially in limitations)
Key issue: Legal framework regarding executive remunerations

Question 3: Governance structure: The rol of Executive and non-executive directors

Follow the OSCOLA references