Prof 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 has a limited number of places and demand is typically high. This may mean that you’re not able to get a place on this course.

Students should have some knowledge of corporate law.

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. Please be aware that in 2022/23 topic 5 of the course will be taught during Week 6 (Reading Week). 

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

Micheler, Company Law - A Real Entity Theory (OUP 2021); 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.