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Corporate Governance

Semesterangivelse: Forårs kursus

 
Udgave: Jura Kandidatuddannelsen 2011/2012
ECTS points: 10 ECTS
Punkter: 10 ects = 1/6 årsværk

Semester:

 Spring 2012
Uddannelsesdel: Kandidat niveau
Kontaktpersoner: Fagansvarlig: Jan Schans Christensen
Andre undervisere: External Lecturers, Sune Thorsen and Jef Hounsgaard
Skema- oplysninger:  Vis skema for kurset
Samlet oversigt over tid og sted for alle kurser inden for Lektionsplan for Det Jurdiske Fakultet (kandidat) Jura Kandidatuddannelsen 2011/2012
Undervisnings- periode: Tuesday 8-11
1. Day: Tuesday 31.1.2012
Formål: Corporate Governance may be described as the system by which companies are directed and controlled. The corporate governance structure specifies the distribution of rights and responsabilities among different participants in the corporation, such as, board, managers, shareholders and other stakeholders and spells out the rules and procedures for making decisions on corporate affairs. By doing this, corporate governance also provides the structure through wich the company objectives are set, and the means of attaining those objectives and monitering performence. Corporate Governance has in recent years become a focus of attention because of widely articulated concerns that the monitoring and control of public corporations is defective due to various reasons. These concerns are frequently coupled with examples of the conflicts between shareholders and managers, the undefined role of the board of directors, financial scandals, the remuneration of the management, hostile takeovers and defenses, the role of institutional investors, and a need for transperency and accountability in public corporations. The course takes an international approach to corporate governance with a starting point in continental European governance structures. The course aims to give a thouroug insight in various approches to corporate governace structures, and understanding of EU and US regulations on corporate governance issues, varius codes of conducts and corporate social responsability among other.
Indhold: The course will - inter alia - include discussions within the following subjects:

Different definitions, theories and models on Corporate Governance. The basic theoretical points of views are introduced, including the Shareholder-value vs. the stakeholder value discussion.

EU perspective on corporate governance (e.g the Company Law Action Plan and The Commissions recommansdation on (i) role of none-executive directors, (ii)appropriate regime for remunaration of directors and (iii) responsability of directors and disclousure).

The role of the board of directors, including the role in take-over situations (e.g. review of the take-over directive and various defenses against hostile takeovers).

Codes of coduct. Content and role in the corporate governance debate.

The role of institutional investors.

Mechanisms which operate to limit the shareholders corporate control.

Mechanisms which operate to induce corporate managers to serve the interests of the shareholders.

Ownership structures, proxy-contests, public monitoring etc.

"The market for corporate control". Contested takeovers. Impact of takeovers. 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.

Kompetence- beskrivelse: Corporate governance:

The objective of the course is to enable the students to:

- Identify the relevant issues in and sources of modern corporate governance
- Explain and put into perspective the various corporate governance definitions, theories and models
- Discuss the shareholder value vs. the stakeholder value approaches
- Explain the role and function of the various bodies and stakeholders, including the board of directors, managers and shareholders
- Explain the implications of ownership and capital structures
- Analyse the role played by takeovers and the market for corporate control
- Identify the relevant EU rules and initiatives with respect to corporate governance
- Explain the function and importance of the various sources of corporate governance regulation
- Present the most important current trends and developments in corporate governance
- Communicate and formulate her/his knowledge and arguments professionally, linguistically correct, and in a structured and coherent way
Eksamensform: Oral examination
Eksamen: 21.-25. May 2012 (preliminary dates)
Kursus hjemmeside:
Bemærkninger: Students must have completed a basic course in private law (preferably including company law) and be able to read, understand and speak English.
Pensum:
  • Compilation of readings, about 500 pages
    		•
    Sidst redigeret: 1/2-2011



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