Module Descriptors
CORPORATE GOVERNANCE LAW
XXXX79805
Key Facts
Faculty of Business, Education and Law
Level 7
30 credits
Contact
Leader:
Email:
Hours of Study
Scheduled Learning and Teaching Activities: 75
Independent Study Hours: 225
Total Learning Hours: 300
Assessment
  • ASSIGNMENT weighted at 50%
  • EXAMINATION weighted at 50%
Module Details
Module Texts
Core Text
Mallin, C. A. (2012) Handbook on International Corporate Governance: Country Analyses, Second Edition
Ku, C. (2012) International Law, International Relations and Global Governance
August, R.A. Mayer,D. and Bixby, M. (2012) International Business Law (6th Edition)

Recommended Text
Oortwijn, M (2012) International Business, The Critical Success Factors In Practice
Folsom,R.H., Gordon, M.W., Spanogle Jr. J.A. and Van Alstine, M. (2012) International Business Transactions in a Nutshell, 9th
Leal-Arcas, R. (2011) International Trade and Investment Law: Multilateral, Regional and Bilateral Governance
Joerges, C. and Petersmann, E. (2011) Constitutionalism, Multilevel Trade Governance and International Economic Law
Studies of IMF Governance: A Compendium Lamdany, R. and Martinez-Diaz, L. (2009)
Mallin, C., (2006), International Corporate Governance: A Case Study Approach, Edward Elgar,
Orucu, E. and Nelken, D., (2007), Comparative Law: A Handbook, Hart ISBN-10: 1841135968
Reimann, M. and Zimmermann, R. (2008) The Oxford Handbook of Comparative Law (Oxford Handbooks), Oxford University, ISBN-10: 0199535450
Kim, K.A. and Nofsinger, J. R. (2006) Corporate Governance, 2nd Edition, Prentice Hall, ISBN-10: 0131735349
JCT Chua (2009) The Law of International Trade, 4th ed. London Sweet & Maxwell
Paul Todd (2003) Cases and Materials on International Trade, 1st ed. London Sweet & Maxwell
Redfen and Hunter (2003), Law and Practice of International Commercial Arbitration, Student ed. London, Sweet & Maxwell
Doonan and Foster (2001) Cavendish Legal Skills Services, Drafting, 2nd ed. Cavendish
Tribe.D (1993) Negotiation, Cavendish

Module Additional Assessment Details
Individual Writing Assignment 50% Weighting

Undertake a review of organisation performance, using appropriate research and analysis tools, to assess your organisation, or one that you are familiar with within your chosen pathway. Summarise your findings on the basis of access to relevant information and corporate governance law implications of current and future international business practices and based on your conclusions recommend options and consider whether the organisation's current direction is appropriate.

5,000 words including appendices

LO 1,2

Case Law Examination and report 50% Weighting

LO 3, 4

To pass this module student must obtain overall 50% marks. Re-assessment is capped at 50%

Pass criteria

Demonstrates ability to systematically describe a specific organisation in terms of management theories and appropriate contemporary practice.
Provides some critical analysis of operational aspects of same organisation. Reflects adequately on potential improvements to same organisation and is well referenced. In order to pass a module, students need to attain at least a minimum of 40% in all elements of assessment.

Distinction criteria

Evidences a subtle understanding of the position of the organisation in terms of a range of appropriate theory and contemporary practice.
Focuses upon the critical analysis of relevant operational aspects of the organisation, with appropriate contrast with other organisational forms and practice. Provides a well-supported, reasoned and pragmatic set of recommendations. Evidences wide and appropriate reading in the references supplied.


Module Resources
You will need access to these resources:

The VLE (NETED)
The Internet
Word Processing software for use in the coursework
Spreadsheet software like EXCEL/SPSS
Printed and electronic journals.
West Law
LexisNexis
Module Learning Strategies
The learning strategy for the module requires students to commit 300 learning hours, of this there will be 75 hours of class support and 225 hours of independent and self directed study.

The lectures will be interactive with student participation in discussion about corporate governance regulation and law; students will consider companies through an analysis of the key characteristics of the corporation which are common to limited companies whatever their national jurisdiction. Students will be allocated to small groups for various activities and workshop sessions. Tutorials are used to ensure that students understand the material and its relevance to the programme. Within the module, students will undertake individual presentations. These will be used to highlight understanding of module content, planning and implementation of ideas and innovations, self assessment and reflection, peer/tutor discussion and review.

For each topic, students will engage in preparation and reading prior to each seminar. Students will be asked to share their reading of the topic through discussion with their peer group, present their findings to the seminar group and provide feedback to other students

Module Indicative Content
Topics

International Corporate Governance
- Principles of corporate governance
- Fundamental component and structures
- Examining the organization
- Shareholders and their responsibilities and rights
- The growing power and the expanding role of the institution
- Explore in detail Chief Executives, the board of directors, and the risk and monitoring role which they perform
- Comparative international perspective with different corporate governance systems
- Multi-national Corporations
- Restrictions and regulations cross borders
- Understand the market as a regulator, particularly through the threat of hostile takeovers
- Examine the effectiveness of the various corporate governance codes, and laws
- Explore the critical role played by what is known as the 'gatekeepers'
- investment banks, security analysts, and credit rating agencies.
- Self-regulation of firms

International Business Agreement and Jurisdiction
An introduction to understanding international business agreements:
- Brief overview of contract law.
- Principles of frustration and force majeure clauses
Litigation - private international law issues; litigation in the courts or by arbitration; ADR:
- Governing law
- Rome convention [Contracts (Applicable Law) Act 1990] - scope and application)
- Exclusion of foreign law
- Recognition and enforcement of foreign awards
- Principles and practices of Alternative Disputes Resolution (ADR), ICSID and ICJ.
International trade and transport law conventions and their applications.
Drafting:
- Principles
- Document checklists
- Analyses and structuring of clauses
- Judicial interpretation
Negotiation:
- What is negotiation
- Advantage and disadvantages
- Requirements (skills)
- Planning