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The first investigates the origins of modern corporations, examines the most relevant corporate theories (e.g. concession theory, aggregate theory, realist theory) and analyses the influence that these theories have exerted on corporate governance.

The second part deals with some of the most important corporate governance legal issues, analysing them from both a theoretical and practical perspective (e.g. the Dodd-Berle debate concerning the relationship between shareholders and managers, the concept of islands of conscious power analysed by Coase, the agency cost theory developed by Jensen and Meckling).

In the third part, the module focuses on the UK corporate governance debate and the various corporate governance solutions originating from it. Specifically, it examines the origin and evolution of the UK Corporate Governance Code, analysing the work of the various relevant committees up to the Walker Report, 2009.

Finally, the last part of the module deals with several scenarios in which the adoption of unethical corporate governance approaches led to the infringement of fundamental rights and produced adverse effects in the corporate world and broader society (e.g. the Kreuger and Toll Scandal, the collapse of Enron, the financial crisis). As a result, the module establishes essential links with other relevant modules in several areas (e.g. corporate management, corporate finance).

Topics covered

• The Dawn of Modern Corporations
• The Emergence of Giant Enterprises, the Great Crash and the Great Depression
• The Nature of Corporations and the Separation of Ownership from Control
• The Emergence of Outsider Corporate Governance Systems in the UK and US
• Economic Perspectives in Corporate Governance and the Decline of the Neoclassical Theory of the Firm
• The Agency Cost Theory and the Firms' Relationships with Stakeholders
• Different Approaches to the Theory of the Firm
• The UK Corporate Governance Debate
• The Globalised Economy and the Collapse of Enron
• The Financial Crisis

Learning outcomes

If you complete the module successfully, you should be able to:

• identify the classical and contemporary ideas about corporate governance.
• recognise how different corporate governance theories influenced the development of corporate governance solutions.
• understand the adverse effects that unethical governance choices could exert on the corporate world and on broader society.
• understand and criticise current issues related to corporate governance and the necessity for more effective corporate governance solutions.
• understand the links between corporate governance theories and the development of different types of corporate governance solutions.
• assess theoretical material related to corporate governance in its social context.
• reflect upon the significance of the various corporate governance theories and their practical limits and interpret corporate governance solutions in light of their social and historical context.
• analyse how the adoption of inadequate or unethical corporate governance approaches can lead to adverse consequences.
• apply research skills in the area of corporate governance and ethics.
• apply analytical and writing skills in a time constrained setting.
• plan work and study independently.
• demonstrate individual initiative and enterprise skills.
• gain digital and information literacy skills.

Assessment

Coursework (50% weighting):

• There is one item of coursework for this module which contributes to the final assessment mark for this module.
• Coursework: a written essay of a maximum of 2,000 or 2,500 words (deadline – weeks 9-12) The coursework is designed to check student progress, extend and reinforce concepts covered and also test individual performance.

Examination (50% weighting):

• The final piece of assessment will be an unseen written examination of 2 hours’ duration.

Essential reading

The following is provided as part of the course materials after you register:

• Alan Dignam and Michael Galanis, The Globalization of Corporate Governance, Ashgate, 2009