Comparative Corporate Governance

Level: 
Master's
Course Status: 
Elective
CEU credits: 
2
ECTS credits: 
4
Module: 
IV
Academic year: 
2012/2013
Academic year: 
2013/2014
Instructor(s): 
Stefan Messmann

Corporate Governance versus Company Law

Inspired by the seminal work of Berle and Means (1932), the corporate governance has time and again been subject of extensive scrutiny and controversy, especially in the 1960s and 1970s. These debates focused on the managerial corporations in the USA and UK, triggered by spectacular business failures, the built-up of huge excess capacities, and unscrupulous managers expropriating shareholders. The ENRON and similar cases have definitely shown the loopholes of company laws. This course will therefore focus on corporate control and accountability of US, European and Asian corporations beyond the respective company laws examining i.a. the voting power concentration in listed companies, owner-controls versus manager controls, board and ownership structures as well as making international comparison of identities of owners. Finally, the course will examine the employees’ co-determination in the member states of EU and the workers’ role in Japan as well as the corporate governance codes in main industrialised countries.

Literature:

Francis Fukuyama, Trust. The Social Virtues and the Creation of Prosperity, Free Press Paperbacks Book 1992

Adolf A. Berle & Gardiner C. Means, The Modern Corporation & Private PropertyTransaction Pyblishers 2004

Jean du Plessis, Bernard Großfeld, Claus Luttermann, Ingo Saenger, Otto Sandrock: German Corporate Governance in International and European Context, Springer 2007

Jean du Plessis, Bernard Großfeld, Claus Luttermann, Ingo Saenger, Otto Sandrock: German Corporate Governance in International and European Context, Springer 2007

Eric J. Mouthaan: The Audit Committee from a European Perspective, in: European Company Law,  February 2007, vol. 4, issue 1, p. 10-18

Hans Beckman: Auditors’ Liability in the European Union, in: European Company Law, February 2007, vol. 4, issue 3, p. 103-108