Comparative Corporate Governance
Full course description
Corporate failures, accounting scandals and the credit crisis have resulted in an entirely new view on corporate governance. The roles and responsibilities of the various stakeholders of the corporation have to be revisited. In this course we will explore the corporate governance aspects of this new national and international environment. We will review relevant corporate governance concepts in The Netherlands, the US, the UK, Germany and possibly other jurisdictions and thereby concentrate on the corporate governance statutes and codes as employed in these jurisdictions. In general, corporate governance is about managing the corporation for the benefit of a wide range of stakeholders in a society that in turn benefits from well managed corporations. We will investigate to what extent the recent developments in the modern society impact corporate law and corporate governance, focusing on the commonalities and differences between various jurisdictions. We will deal with the legal aspects of inter alia corporate organization, transparency, control, accountability and division of responsibility.
The purpose of the course is to:
• Develop the knowledge, theories and skills for legal analysis emphasizing corporate governance in the economic, political and social spheres of influence;
• Acquaint students with corporate governance from a legal perspective and compare various corporate governance codes, rules and regulations;
• Outline the theoretical foundations of corporate governance and enable students to apply these by means of writing a paper, in class discussions and applying them to case studies; allowing them to defend and debate about certain corporate governance solutions;
• Demonstrate knowledge with regard to practical problems associated with the interaction of the board, management, shareholders and other stakeholders of a corporation; being able to identify and solve corporate governance problems related to these interactions;
• Develop technical skills necessary to evaluate the governance of a company from the perspective of an investor or potential investor in the company and compare potential solutions;
• Identify governance dilemmas in the corporate community and analyze the opportunities of and threats to national and multinational corporations and their board(members);
• Help students analyze, interpret, and collect information about specific corporations and their efforts or non-efforts in the area of corporate governance, and
• Encourage students to sharpen their research and problem-solving skills.
Students are expected to have followed a previous course on company law (either on national or European company law) therefore basic knowledge will be presumed.
Prescribed readings will be made available in the coursebook and will be either easily accessible electronically or to be found in the university library.