LL4AH      Half Unit
Corporate Governance

This information is for the 2020/21 session.

Teacher responsible

Dr Eva Micheler


This course is available on the LLM (extended part-time), LLM (full-time), MSc in Regulation and University of Pennsylvania Law School LLM Visiting Students. This course is available with permission as an outside option to students on other programmes where regulations permit.

This course is capped at 30 students (or two groups of 30 students each, i.e. 60 students depending on demand). LLM Specialisms This course will be relevant to the following LLM specialisms: Corporate and/or Commercial Law; Corporate and Securities Law; International Business Law.


Students should have some knowledge of corporate law.

Course content

This course will focus on the corporate governance of companies. The course will be taught largely on a comparative basis, focussing on English and German law. We will also cover the relevant EU materials. Topics such as the following will be discussed:

1- Corporate governance: law, codes and theory

2- Allocation of decision making within the company

3- Board structure (one tier boards/two tier boards/board committees) and board remuneration

4- Directors' duties – proper purpose

5- Directors' duties – duty of care/business judgement

6- Directors' duties – related party transactions and corporate opportunities

7- Auditors

8- Stakeholders

9- Extended reporting and employee interests

10- Shareholder activism/stewardship

These topics may slightly change from year to year reflecting current developments.


This course is delivered through a combination of classes and lectures totalling a minimum of 20 hours in Michaelmas Term. Students will usually have two additional hours in the Summer Term. This year teaching will be delivered through recorded online lectures and a mix of both in-person and online classes to accommodate students who are unable to physically be on campus. This course includes a reading week in Week 6 of Michaelmas Term.

Formative coursework

All students are expected to produce one 1,500 word formative essay during the course.

Indicative reading

Gordon and Ringe, The Oxford Handbook of Corporate Law and Governance (OUP 2018); M Moore and M Petrin, Corporate Governance: Law, Regulation and Theory (Palgrave 2017)


Exam (100%, duration: 2 hours, reading time: 15 minutes) in the summer exam period.

Important information in response to COVID-19

Please note that during 2020/21 academic year some variation to teaching and learning activities may be required to respond to changes in public health advice and/or to account for the situation of students in attendance on campus and those studying online during the early part of the academic year. For assessment, this may involve changes to mode of delivery and/or the format or weighting of assessments. Changes will only be made if required and students will be notified about any changes to teaching or assessment plans at the earliest opportunity.

Key facts

Department: Law

Total students 2019/20: 57

Average class size 2019/20: 29

Controlled access 2019/20: Yes

Value: Half Unit

Guidelines for interpreting course guide information