International Corporate Governance / International Corporate Governance

The Academic Board of Law, Odense
Teaching activity id: 9403201.
Teaching language: English.ECTS / weighting: 10 ECTS / 0.167 full-time equivalent.
Examination language: English.
Exam activity id: 9403202.Approved: 13-03-12.
Period: Autumn 2013.
Grading: Internal grading.
Assessment: 7-point scale.
Offered in: Odense.
Subject director:
Mette Winther Løfquist, Department of Law.

Prerequisites:
Bachelor degree in law or equal. The course is very relevant for students from Master of Science in Economics and Business Administration with a profile in "international business and law". Basic knowledge on corporate law and company law is a prerequisite.


Purpose:
Is Corporate Governance moving towards convergence? 

You could describe Corporate Governance as the way companies are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in a corporation. This could be board, managers, shareholders and other stakeholders. Corporate Governance also spells out the rules and procedures for decision-making in relation to corporate affairs. By doing so, corporate governance provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance. 

Corporate Governance has for the last decade become a focus of attention due to concerns that the monitoring and control of public corporations is defective for many reasons. 

These concerns are frequently coupled with examples of the conflicts between owners and managers, the undefined role of the board of directors, financial scandals, the remuneration of the management, hostile takeovers, the role of institutional investors, and a need for transparency and accountability in public corporations.

The course takes an international approach to corporate governance with a starting point in continental European governance structures. 

The subject is partly based on the knowledge acquired in the subjects "Selskabsret". 

The course aims to give a thorough insight in different approaches to corporate governance structures, and understanding of EU and US regulations on corporate governance issues, various codes of conducts and corporate social responsibility.

Content - Key areas:
The course will include the following subjects:
  • Different definitions, theories and models on Corporate Governance including the Shareholder-value vs. the stakeholder value discussion, and Asian forms of collective capitalism. 
  • The EU perspective on corporate governance, including the Company Law Action Plan and The Commission's recommendation on various aspects.
  • The role of the board of directors, including the role in take-over situations.
  • Codes of conduct. - External Governance. 
  • Institutional investors-role. 
  • Mechanisms that limit the shareholders corporate control. 
  • Mechanisms that induce corporate managers to serve the interests of the shareholders (mainly from a legal point of view). Risk management and performance. 
  • Ownership structures, proxy-contests, public monitoring etc. 
  • "The market for corporate control". 
  • Contested takeovers, and the consequences of the take-over directive. 
  • Protection of minority shareholders. 
  • Standards for managerial behaviour during a takeover. 
  • Defensive devices and strategies.
  • International Corporate Governance.
  • Is Corporate Governance moving towards convergence? 

The possible convergence between the Corporate Governance-debate and Corporate Social Responsibility-debate.

Goals description (SOLO taxonomy):
To achieve the purpose of the subject, the learning goals for the subject is that the student: 

a) proves knowledgeable of the subject topics, so the student is able to: 
  • Identify relevant issues in and sources of modern corporate governance.
  • Identify the relevant EU Law and initiatives with respect to corporate governance 

b) demonstrates skills so that the student is able to:
  • Explain the various corporate governance definitions and put them into perspective.
  • Explain the implications of ownership 
  • Explain the implications of capital structures 
  • Explain the function and importance of the various sources of corporate governance regulation 

c) exhibits competency so that the student is able to: 
  • Analyze the role played by takeovers and the market for corporate control 
  • Discuss the shareholder value vs. the stakeholder value approaches, including the ability to explain the role and function of the various bodies and stakeholders (e.g. the board of directors, company managers and shareholders) 
  • Discuss current trends and developments in international corporate governance
  • Communicate and formulate their knowledge and arguments professionally, linguistically correct, and in a structured and coherent way.

Literature:
Announced at the start of the course.

Time of classes:
Every autumn.


Form of instruction:
The number of lessons will depend on the number of students that are enrolled for the course. 

The course will be taught as either lectures of 30 hours (3 lecture hours a week for 10 weeks) or a study group of 15 hours. 

The subject will be taught in English. 

These teaching activities result in an estimated distribution of the work effort of an average student as follows:

Activity Hours 
Face-to-face teaching: 30/15 
Preparation: 199.5/214.5 
Preparation of paper: 40 
Examination: 0.5 
Total: 270

Time of examination:
Ordinary examination in January, December for exchange students. Re-examination in February. 
Participation in re-examination requires that you have participated in the examination in December or January.

Examination conditions:
Preparation of a paper (9403212) of 5 pages regarding a relevant issue within the purpose of the course.

Form of examination for the certificate:
Oral presentation.

Supplemental information for the form of examination:
Oral examination on the basis of a prepared paper (approx. 5 pages), which shall form the basis for the examination without preparation.


Programmes:
cand.merc.(jur.)
All Semesters, elective subject. Offered in: Odense
cand.jur.
All Semesters, elective subject. Offered in: Odense