LAW8143 : Corporate Governance and Corporate Finance

Semester 1 Credit Value: 10
Semester 2 Credit Value: 10
ECTS Credits: 10.0


To acquire specialised legal knowledge and skills in the subject matter of UK company law and corporate governance, including the basic problems which governance systems seek to address and the principal features of a range of existing governance systems with particular emphasis on the UK and US; but also via engaging in comparative study of alternative governance approaches;

To acquire specialised legal knowledge and skills in the subject matter of corporate finance for public companies and the operation of the UK listed securities markets and the development of the regulatory regimes for companies raising finance on the listed capital markets in the UK and EU;

To acquire specialised legal knowledge and skills in the subject matter of corporate finance for emerging and unquoted companies and the role of venture capital and the legal structures employed by providers of private equity and Hedge Funds;

To appreciate the links between corporate governance problems and legal and regulatory solutions and the legal and market environments for corporate finance.

In the common law “Anglo-Saxon” version of market-based capitalism that prevails in so much of the world (UK, USA, Australia, Canada, New Zealand) the dominant business form is the private corporation whose members’ liability is limited by shares, be they publicly held and traded or privately held. The most economically significant companies in the world are those whose trading activities span national borders and whose stock is widely held (often being listed in several time zones and traded just as widely). Indeed many would argue that such often multinational companies represent sources of power far greater than many a nation state and intergovernmental organization. What questions then does that raise for business lawyers?

This module provides an introduction to the problems that the UK corporate governance system seeks to address, including questions of accountability of the Board of Directors and the internal and external control mechanisms. The module also covers the legal and regulatory context within which companies raise finance, both in the UK and in other major capital markets in the European Union, whose members countries comprise most of the important European market trading bloc time zone. With a particular eye to the supply of risk capital to emerging technologically based industries also considers the burgeoning growth area of private equity finance and the legal structures it commonly employs. Also it sheds some light on the regulatory framework of hedge funds in both the UK and EU.

Outline Of Syllabus

An introduction to UK Company law and the constituent organs of the company.

Directors' Legal Duties and responsibilities in UK Company law.

The basic problems that corporate governance systems seek to address, and the principal features of the UK corporate governance systems, including discussion of the principles based approach to corporate governance, along with an appreciation of other systems.

The role of institutional investors in the UK and their influence on the development of corporate governance International and EU aspects of corporate governance.

Corporate Social responsibility - role of different stakeholders in company law.
UK company law and share capital - Capital Maintenance Doctrine and Restrictions of the 2nd EU Directive.

The principal features of the UK and EU regimes governing the admission of companies to listed capital markets and the subsequent effect of the listing regime in particular on corporate governance.

The rules that insures the protection of the participants in the financial markets and maintain the stability of the markets.

The principal features of the legal structures in and markets for private equity finance for companies.

Teaching Methods

Teaching Activities
Category Activity Number Length Student Hours Comment
Scheduled Learning And Teaching ActivitiesSmall group teaching152:0030:00N/A
Scheduled Learning And Teaching ActivitiesDrop-in/surgery101:0010:00N/A
Guided Independent StudyIndependent study1016:00160:00N/A
Jointly Taught With
Code Title
LAW8153Corporate Governance
Teaching Rationale And Relationship

Masters students have a more advanced array of skills and a more developed learning style than undergraduate students; they are already established as independant learners. To accommodate the higher skill set of Masters students, teaching will ordinarily be in the form of seminar, where the seminar leader will have the lead role in facilitating analytical discussion of sufficient depth and rigour within the seminar. As necessary the seminar leader may adopt a leacturing style within the seminar in order to provide initial grounding, and/or reassurance, in the rudimentary elements of the topic under discussion - to facilitate understanding of the subject matter - but student participation and discussion are essential components in a successful seminar. The seminar leader may also organise student presentations within the seminar to further encourage interaction of students alongside the application of cognitive/intellectual skills, and while bolstering subject knowledge and understanding. Students are notified of seminar topics and readings so that they can do the necessary preparation which will enable them to participate in the seminars.

Assessment Methods

The format of resits will be determined by the Board of Examiners

Description Length Semester When Set Percentage Comment
Written Examination1802A1004 out of 8 questions
Formative Assessments
Description Semester When Set Comment
Essay1M2000 words
Assessment Rationale And Relationship

Formative Coursework - set in Semester One - 2,000 word essay focused on a topic area covered in the first Semester.

The formative coursework provides students with the opportunity to develop and demonstrate their research skills, and their ability to understand the operation of law within the commercial environment, and present coherent arguments supported by appropriate legal basis and precedent. The formative coursework provides students with feedback in advance of the written examination, and also helps develop their legal writing capability in preparation for their Dissertation. The unseen examination tests the demonstration of knowledge and understanding in the context of an application of skills that need to be developed over the whole module. The examination provides a means for testing students' ability to analyse, synthesise, deploy critical judgment and evaluate alternative arguments. It also allows candidates to demonstrate intended learning outcomes across a broad range of topics within the syllabus.

Reading Lists