EUS521 CORPORATE GOVERNANCE IN THE EU CONTEXT

Course Objectives

The conflict of interest between the shareholders and the directors in the management of the publicly held companies which has been identified as “Principle-Agent Problem” in economic literature has had substantial effects in modern company law. Accordingly, within the scope of EU company law and corporate governance harmonisation programme, considerable work has been dedicated to harmonisation of the corporate governance strategies developed in different EU member states to decrease the cost of monitoring directors for shareholders.

Course Content

The aim of this course is to provide graduate students an understanding of the different ways how the agency problems are responded through corporate governance in the EU context. Course will cover basic concepts regarding the EU Company Law and Corporate Governance Harmonisation Programme, main corporate governance strategies (Trusteeship/Reward) formulated to overcome Principle-Agent Problem, shareholder and stakeholder theories and their effects in the EU policy on corporate governance approaches, EU common framework on corporate governance and discussions on the future and the policy of the EU in terms of corporate governance.

Course Learning Outcomes

The aim of this course is to provide graduate students an understanding of the different ways how agency problems are responded through corporate governance in the EU context. The focus questions of the course will be how governance mechanisms facilitate economic activity, how they respond to the problems generated by the organizational form of the company and what the EU Policy is regarding the related governance mechanisms.

The course objectives are as follows:

• ?  To develop a general understanding of;
  - the EU perspective regarding the Principle Agent Problem
  - Corporate Governance Strategies adopted by the EU for decreasing the cost of monitoring directors for shareholders.

• ?  To learn the EU approach on:
  -the effects of Shareholder and Stakeholder Theories and
  - the structure of the board of directors for an effective corporate governance.

• ?  To analyse how an Anglo American and economy based theory of Agency Problem effected the application of company law through corporate governance in continental European countries and relevant regulatory initiatives at the European level for harmonising corporate governance.

• ?  To learn the main instruments of EU law used in the area of corporate governance harmonisation (EU Common Framework on Corporate Governance), and how they affected the European corporate landscape.

Program Outcomes Matrix

0: No Contribution 1: Little Contribution 2: Partial Contribution 3: Full Contribution