Comparative Corporate Governance

Course overview

Who really holds the power in a corporation- the board, the shareholders or someone else? How do companies balance making profits with social and environmental responsibilities? Why are corporate laws different across the UK, US and EU and what impact does that have on business decisions? 

This course explores key topics in corporate governance, comparing how companies are regulated in the UK, US, and EU. You will gain a thorough introduction to the key principles of corporate law, including the roles and responsibilities of directors and the rights of shareholders. You will also learn about the widely accepted best practices for corporate governance that companies are expected to follow today. Additionally, the course will also look at current hot topics, such as shareholder activism, short-term thinking in companies, how executive pay is regulated, corporate social responsibility (CSR), and the growing focus on environmental, social, and corporate governance (ESG) investing. We will also explore the ongoing debate about the true purpose of corporations: to make money for their owners or serve (also) broader, societal goals.
 

This course is aimed at students and graduates who are interested in deepening their understanding of current corporate governance issues that businesses and policymakers face in today’s fast moving, globalised markets.

Those who have not studied company law before may find the following introductory textbook useful to prepare for this course:  Paul Davies, Introduction to Company Law (3rd edn, OUP 2020).

Learning outcomes

By the end of this course, you will:  

• Understand how different countries approach corporate governance  
• Be familiar with the latest debates about the purpose of corporations
• Be able to critically assess how corporate boards and directors’ duties are regulated in the UK, US, and parts of the EU
• Understand the role of shareholders and other stakeholders in company decisions
• Gain insights into current issues shaping the corporate world.

Content

Key topics

Week One -- Introduction to Corporate Governance and key concepts

• Fundamental principles of company law and corporate governance
• The corporate governance movement; sources of corporate governance regulation 
• Corporate theory and the debate about corporate purpose
• Corporate actors and their responsibilities
• Board structure regulation 
• Fiduciary duties of directors
• Regulation of related-party transactions and corporate opportunities

Week Two – Topical Issues in Corporate Governance

• Shareholder activism and short-termism 
• Market for corporate control 
• Executive remuneration 
• Employee rights 
• ESG investing and corporate social responsibility

Course structure and assessments

Students will receive 4.5 hours per day of taught classes, amounting to 45 hours in total over the ten days. Students are expected to complete 40 hours of additional study across the two weeks. 

The summative assessment for the course will consist of a 1,500 word essay.

Students will receive a Certificate of Completion provided that they attend at least 75% of classes and achieve a pass on the summative assessment.

Teaching staff

Carsten Gerner-Beuerle, Professor of Commercial Law 
Carsten is a Professor of Commercial Law at UCL Faculty of Laws. His research focuses on corporate governance, securities regulation, and law and finance. He studied law and economics at Humboldt University Berlin, the University of Minnesota, and the University of London, and was a visiting professor or visiting scholar at various universities in Europe and the United States, including Trinity College Dublin, the Max Planck Institute for Research on Collective Goods, Heidelberg University, the University of Notre Dame, and Duke University. He has prepared studies for the European Commission and the European Parliament on the reform of corporate governance, financial regulation, and private international law, is admitted to the bar in Germany and the UK and is a research member of the European Corporate Governance Institute (ECGI). Currently, he is co-investigator on a Leverhulme-funded project concerning the regulation of AI. 

Anna Donovan, Associate Professor of Corporate Law
Anna is an Associate Professor of Company Law at UCL Faculty of Laws, specialising in corporate law, governance and behaviour.  She has published widely on issues of company law and governance, including as co-editor of Pettet, Lowry and Reisberg’s Company Law.  Her recent monograph Reconceptualising Corporate Compliance was joint runner-up for the Peter Birks Prize for Outstanding Legal Scholarship.  She regularly provides advisory work to law firms and regulators, and has significant policy experience including as part of a three-person team advising a Channel Island on their company law reform.  Anna was awarded the UCL Laws Excellence Award for Legal Teaching in 2015, 2017 and 2018, a Provost’s Education Award in 2018 and a UCL Education Award in 2020.  Prior to academia, Anna was a senior corporate lawyer in London and she is also admitted to the New York bar.

Pedro Schilling de Carvalho, Assistant Professor (Lecturer)
Pedro is an Assistant Professor (Lecturer) in Financial and Environmental Law at UCL Faculty of Laws. His research focuses on corporate governance, financial regulation, and sustainable finance. Pedro has experience providing legal and policy advice to organisations such as the Green Climate Fund, the UK’s Foreign, Commonwealth & Development Office, and the Bill & Melinda Gates Foundation. He also works on operations and advisory projects at the Legal Vice Presidency of The World Bank Group, where he contributed to flagship products such as the B-READY Report (successor to the Doing Business series), Country Climate and Development Reports, and in advising client countries on corporate reforms via the Reports on the Observance of Standards and Codes initiative. He holds a PhD in Law and Finance and an LLM from the University of Cambridge and has been a Visiting Scholar at Harvard Law School and the Max Planck Institute. Prior to joining UCL, Pedro has taught and worked at the University of Cambridge, London School of Economics, University of Edinburgh, and University of São Paulo, and has practiced as a corporate and dispute-resolution lawyer.