LL4AH      Half Unit
Corporate Governance

This information is for the 2021/22 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 will be relevant to the following LLM specialisms: Corporate and/or Commercial Law; Corporate and Securities Law; International Business Law.

This course has a limited number of places and we cannot guarantee all students will get a place.


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 will have two hours of teaching content each week in Michaelmas Term, either in the form of a two hour seminar or an online lecture and one hour class. There will be 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.

Course selection videos

Some departments have produced short videos to introduce their courses. Please refer to the course selection videos index page for further information.

Important information in response to COVID-19

Please note that during 2021/22 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 differing needs of students in attendance on campus and those who might be studying online. For example, this may involve changes to the mode of teaching 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 2020/21: 66

Average class size 2020/21: 16

Controlled access 2020/21: Yes

Value: Half Unit

Guidelines for interpreting course guide information