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Unit information: Corporate Governance in the United Kingdom and United States in 2015/16

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Unit name Corporate Governance in the United Kingdom and United States
Unit code LAWDM0069
Credit points 30
Level of study M/7
Teaching block(s) Teaching Block 4 (weeks 1-24)
Unit director Professor. Villiers
Open unit status Not open




School/department University of Bristol Law School
Faculty Faculty of Social Sciences and Law


This unit aims to give students a fundamental understanding of the legal rules that determine the balance of decision-making power within Anglo-American public companies. It assesses the main theoretical models of the business corporation as developed within English and American jurisprudence and scholarship, in order to provide a basic conceptual structure to the course material. It then proceeds to examine and compare the key features of UK and US (Delaware & federal) company and securities law in relation to issues such as: the distribution of authority between directors and shareholders; the structure & composition of the corporate board; directors’ duties and financial risk management; and takeovers & the market for corporate control; and the relationship between corporate governance and corporate social responsibility. The emphasis is on studying how the legal rules and institutions interact with wider market pressures in establishing effective managerial incentives and disciplinary mechanisms.

Intended learning outcomes

By the end of the course students should be able to explain the different theoretical approaches to corporate governance in the UK and the US. They should have gained a knowledge and understanding of the regulatory institutions and the different corporate governance structures available to companies in the UK the US and across the world. The students should be familiar with contemporary debates and issues within corporate governance. They should be able to research traditional literature sources and library and internet databases. They should be able to demonstrate an ability to research independently and to present a coherent written argument on a variety of corporate governance topics.

Teaching details

Ten fortnightly two hour seminars plus 20 lectures delivered to both postgraduate and undergraduate students.

Assessment Details

Summative - 2 x 3000 word essays (weighting 50/50%). The assessments will assess all the Intended Learning Outcomes for this unit in the context of topics selected by the examiners.

Formative - students should do one formative assessment and will receive feedback on the first summative essay.

Reading and References

  • Mayson French and Ryan, Company Law (31st ed, 2014, OUP)
  • C.A. Mallin, Corporate Governance, 4th ed. (2012, OUP)
  • Tricker, Corporate Governance (3rd ed, OUP, 2015)