Contents - Faculty of Law - University of Cambridge

ownership and control in publicly traded companies. ‘Agency costs’. Practical constraints on managerial conduct.Company law and the dispersion of share ownership.2. The board of directors – the relevant legal principles. The allocation of managerial authority. Directors’ duties.Excusing directors from breaches of duty.3. Shareholders’ rights and remedies. Shareholder involvement in the exercise of managerial authority. Appointmentand removal of directors. Shareholder meetings. Shareholder remedies.4. Non-executive directors. The role of non-executive directors (in general). The potential contribution of nonexecutivedirectors to good corporate governance. Reform themes. The Combined Code. Evaluating corporategovernance reforms concerning non-executives.5. Executive pay. Essential components (salary, share options etc). Criticisms of current arrangements. Judicialregulation. The board of directors and the setting of executive pay. Guidance on the configuration of executive pay.Statutory disclosure. Shareholder voting. Additional regulation?6. Shareholders and corporate governance. Promotion of shareholder involvement in corporate governance.Individual shareholders. Institutional shareholders and the bias in favour of passivity. Recent trends in institutionalactivism. ‘Offensive’ shareholder activism.7. Private equity. Taking companies ‘private’. Comparing private equity with conglomerates. Private equity’scorporate governance model. Private equity and the dominance of the publicly traded company. Private equity andthe strengthening of corporate governance.READINGThere will not be a main textbook or casebook for the course. Detailed reading lists will be supplied during the course ofthe year.The following will be useful sources of reference:Chambers, Tottel’s Corporate Governance Handbook (4th ed)Cheffins, Company Law: Theory, Structure and OperationCheffins, Corporate Ownership and ControlDavies, Introduction to Company Law (for a general introduction to UK company law)Davies, Gower and Davies’ Principles of Modern Company Law (8th ed) (for background on UK company law)Kershaw, Company Law in Context: Text and Materials (for background on UK company law)Lowry and Dignam, Company Law (5th ed) (for background on UK company law)Mallin, Corporate Governance (3rd ed)Monks and Minow, Corporate Governance (4th ed)Smerdon, A Practical Guide to Corporate Governance (3rd ed)Statutes:Students will need to purchase a set of statutory materials. The choices available are:Blackstone’s Statutes on Company Law (latest ed)85