Dr C Gerner-Beuerle, NAB 6.32

For LLM, MSc Law and Accounting (with permission of the Law and Accounting course director), MSc Management and Regulation of Risk, MSc Risk and Finance, MSc Accounting, Organisations and Institutions and other Masters level students (with permission of the teachers responsible).

This course is capped at 60 students. Students must apply through Graduate Course Choice on LSEforYou.

This course will focus on the role of boards of directors in large public companies and groups of companies. It will deal with the legal regulation of agency problems arising between the board and shareholders as a class; between the board/majority shareholders and minority shareholders; and between the board and other stakeholder groups, notably creditors and employees. Although the main focus will be on board and shareholder relationships, the aim of the course is to develop and apply a framework of analysis which illuminates relations between the board and all stakeholder groups. The course will be taught largely on a comparative basis, focussing on English, US and German law.

20 two-hour sessions weekly.

Students are asked to submit two 2,000 word essays.

Reading will be prescribed for each seminar. Preliminary reading can be found in P Davies, Introduction to Company Law (ch 5-9, 2002); R Kraakman et al, The Anatomy of Corporate Law (2d ed 2009); A Cahn and D C Donald, Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA (2010); B Cheffins, Company Law: Theory, Structure and Operation (Parts I and III, 1997); M Roe, Political Determinants of Corporate Governance (2003); K Hopt et al, (Eds), Comparative Corporate Governance (1998); J Parkinson, Corporate Power and Responsibility (1993).

One three-hour examination.