JJUA55121U Comparative Corporate Governance - NOTE: the course is cancelled in the autumn semester 2020

Corporate Governance is a field that has been taught predominantly in business schools for managers and executives as those were the ones directly involved. However, due to myriad of corporate scandals, more regulation was adopted in order to govern the relationship within the corporation among the managers, employees and possibly supervisory boards, but also vis-a-vis the shareholders. Today, Corporate Governance represents a field that any lawyer practicing in private spheres, representing companies and negotiating contracts should be well aware of.

Comparative Corporate Governance course forms a necessary element in corporate law education. Students coming to the course, should have basic knowledge of corporate law. This course will further develop students' understanding of the corporate governance, theory of the firm and how corporations internally operate. The emphasis in this course is on its cross-jurisdictional character and on the interdisciplinary legal and business aspects of corporate governance, covering topics such as law, politics, management, finance, and economics. The course outlines the key theoretical and practical issues underpinning the study of corporate governance, and how they affect the governance of the modern corporation and what is the role of the modern corporation in society. International comparisons and differences in corporate governance are emphasized throughout the course, including different corporate governance statutes, national and international guidelines as well as practices in the United States, the United Kingdom, France, Germany, Denmark as well as Japan, India or China.

During this course students will examine the major theories concerning the nature of corporations, and the concerns driving corporate governance law and practice, and reform proposals. Students will evaluate the effectiveness of current corporation governance processes in setting and pursuing objectives, both nationally and internationally. Students will also examine the evidence for European and global convergence of corporate governance practices and the ways in which this might evolve. In the light of the acquired knowledge, students will be able to use their knowledge to advise the corporations while in formation or reformation processes in regard to their structure, composition of the boards and relationship with diverse stakeholders. Furthermore, due to the comparative nature of this course, students will be in a position to understand cultural as well as legal challenges stemming out from carrying out business activities internationally. Students will be able to advise on formation of joint ventures and the division of control and ownership thereof.

Upon successful completion of this course, it is hoped that students will understand the key elements of corporate governance and its importance to the international economy. In order to achieve this, a strong emphasis is placed on the relationship between theoretical concepts and real world issues. It is therefore hoped that the course can make a real contribution to your in-depth understanding of the relevant corporate governance issues.

Main topics covered within the course, all from the comparative perspective cover the following areas:

• Corporate law and what is its goal
• Corporate governance and its relevance in the aftermath of Enron, WorldCom or AA scandals
• Main theoretical perspectives to the firm and corporate governance (agency and stakeholder theories)
• Shareholder protection and shareholder activism
• Position of management and board structure: obligations, rights and remuneration
• Financial controls, auditing and disclosure
• Regulation of specific contracts and related party transactions
• Creditor protection
• Employee Protection
• Corporate Governance and Securities Regulation
• Corporate Governance Codes
• Behavior in business in different countries and Risk management
• Integrity in business and its legal consequences: liability and accountability issues