The global financial crisis clearly demonstrated that poor corporate governance practices can have disastrous consequences not only for the companies and shareholders but also for the capital and financial market, and the economy as a whole. Good corporate governance, in turn, can help clearly distinguish the line between ownership and control of the company, balance the powers of shareholders, board members and other stakeholders, and ensure their accountability. As such, it is supposed to lead to better productivity and attract investment. Many countries around the world have already launched or are in the process of launching reforms leading to better corporate governance.
This class presents a comparative overview of Corporate Governance issues focusing on the US, the European Union member States legal systems and some Asian countries. It begins with a comprehensive introduction of the economic theories and a thorough analysis of the OECD Principles of corporate governance. Then, it compares the laws and practices in the United States and in such European Union member States as U.K., Germany and France. Examples from Asian countries will also be used to underline the difficulties for countries at different stages of economic and legal development to implement such rules. Topics covered will include rights and equitable treatment of shareholders, board selection and practices, Executive compensation, transparency and disclosure, corporate social responsibility. The class will mainly focus on listed companies.
The course aims at providing legal tools to improve corporate governance practices in listed companies and seeks to encourage the need for comparative law as a means of thinking about law in a globalized economy.