University of Cambridge, Faculty of Law

Corporate Governance (LL.M.)

Syllabus
  1. Overview of key corporate governance matters. Corporate governance as a topic for study. Defining corporate governance. Emergence of corporate governance as an important issue. Tiers of regulation. The separation of ownership and control in publicly traded companies. ‘Agency costs’. Practical constraints on managerial conduct. Company law and the dispersion of share ownership.
  2. The board of directors – the relevant legal principles. The allocation of managerial authority. Directors’ duties. Excusing directors from breaches of duty.
  3. Shareholders’ rights and remedies. Shareholder involvement in the exercise of managerial authority. Appointment and removal of directors. Shareholder meetings. Shareholder remedies.
  4. Non-executive directors. The role of non-executive directors (in general). The potential contribution of non-executive directors to good corporate governance. Reform themes. The Combined Code. Evaluating corporate governance reforms concerning non-executives.
  5. Executive pay. Essential components (salary, share options etc). Criticisms of current arrangements. Judicial regulation. The board of directors and the setting of executive pay. Guidance on the configuration of executive pay. Statutory disclosure. Shareholder voting. Additional regulation?
  6. Shareholders and corporate governance. Promotion of shareholder involvement in corporate governance. Individual shareholders. Institutional shareholders and the bias in favour of passivity. Recent trends in institutional activism. ‘Offensive’ shareholder activism.
  7. Private equity. Taking companies ‘private’. Comparing private equity with conglomerates. Private equity’s corporate governance model. Private equity and the dominance of the publicly traded company. Private equity and the strengthening of corporate governance.