Video Friday: Brian Cheffins on Comparative Corporate Governance

Brian R. Cheffins

Brian R. Cheffins

In 2012 Cambridge University launched a Masters degree in Corporate Law (the MCL), which offers students the opportunity to engage in detailed study of the legal and regulatory framework within which companies are governed and financed.

The MCL, a full-time nine-month program, is taught by the Cambridge Law Faculty’s team of corporate lawyers, widely recognized as one of the strongest in the corporate law field. The MCL, the first entirely new degree in Law to be established by Cambridge University since the nineteenth century, has been designed to combine practical insights with academic and theoretical rigor and thus constitutes an ideal graduate program for those strengthening their credentials as business lawyers and those who have an academic career in mind.

In the video below, Brian Cheffins, who will lead a module on Comparative Corporate Governance on the MCL in 2013, outlines what the course will cover.

Aims and objectives; this module seeks to:

  • Consider a range of key corporate governance topics at an advanced level;
  • Examine different systems of corporate governance in major industrialized countries;
  • Assess mechanisms available to improve corporate governance (e.g. legislation vs. “comply and explain” codes);
  • Compare and contrast one-tier and two-tier corporate boards, with special reference to stakeholder representation (e.g. employees)
  • Evaluate critically regulatory strategies adopted to govern executive pay;
  • Analyze the effectiveness of legal mechanisms intended to protect potentially vulnerable minority shareholders. 


  1. Introducing corporate governance. Defining corporate governance. Comparative corporate governance moves to prominence.
  2. National systems of corporate governance. Outsider/arm’s-length” vs. “insider/control-oriented” regimes. Corporate law as a potential determinant of ownership and control patterns within particular countries.
  3. Boards. Contrasting one-tier and two-tier board structures. Global patterns. Assessing the two-tier board from a corporate governance perspective.
  4. Stakeholders. Defining corporate governance from a stakeholder perspective. Director liability. Employee directors.
  5. Executive pay. Key elements. Executive pay arrangements world-wide. Regulation.
  6. Shareholders. Rights shareholders exercise collectively. Shareholder litigation. Empirical research on shareholder protection.

Course materials

There will not be a main textbook or casebook for the module.  Readings will be assigned from books and journal articles.

The following books will be useful sources of reference:

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