Session: One
Prerequisites: None
Professor David Kershaw
This course provides students with an introduction to corporate law and to the legal and non-legal governance mechanisms which encourage directors to act in their company's and not in their own interests.
The course sets corporate law and governance within its economic and business context, with particular regard to how corporate law and governance mechanisms facilitate or inhibit economic activity. The course adopts an explicitly comparative approach drawing on both UK, US and continental European law.
The course will be divided into two parts:
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The fundamentals of corporate law: separate legal personality; limited liability; and the regulation of share issues and share capital.
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Corporate governance: the regulation of the appointment and removal of directors; directors' duties; the composition of the board; ways in which shareholders can enforce their rights; and the operation of the market for corporate control.
Recommended Texts
D. Kershaw, Company Law in Context, OUP, (2009)
R. Kraakman et al, The Anatomy of Corporate Law, OUP, (2009).
Lectures: 36 hours Classes: 12 hours
Assessment: One piece of written work and one written examination