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School of Law

International and comparative corporate law

Course Code:
Unit value:
Taught in:
Full Year

Objectives and learning outcomes of the course

In this course, we seek to provide an understanding of the development of the corporate form and key concepts of company law in a comparative context. We approach this task by use of a critical analysis of comparative law theories that seek to explain legal development in a globalising economic environment. We will also take an historical perspective. This will be done by exploring the evolution of business cultures and the conceptual underpinnings of the corporate entity and by showing how these have been developed in different times and places. In particular, the course will examine the evolution of business cultures, corporate forms, and core company law concepts from within the four origin legal systems, ie the major industrial powers of the nineteenth and early twentieth centuries, to their application and further development outside these powers. Especial emphasis will be given to the transplantation and adaptation of corporate entity and company law concepts and their application to pressing problems such as corporate governance.

Scope and syllabus

The course covers fundamental concepts of the corporate entity, the historical development of corporate law in one or more of the ‘origin systems’ (England, France, Germany and the United States) and its spread to one or more ‘transplant systems’ (regions which may be considered include Africa, China, India, Japan, the Middle East and post-Soviet jurisdictions). It will place the further development of company law in the context of economic and social globalisation, dealing with such issues as the evolution of new enterprise forms (alliances, networks, transnational production chains, private/public partnerships) and their legal consequences. It may also deal with the application of corporate law to a particular topic.

Method of assessment

Assessment weighting: 50% unseen examination and 50% coursework (one essay of 7,000 words). All coursework may be resubmitted.

Suggested reading

There is no one textbook for the course. A detailed reading list will be provided to students week by week. Basic monographs are:

  • M Andenas and F Wooldridge European Comparative Company Law (CUP 2005)
  • LC Backer (ed) Comparative Corporate Law: United States, European Union, China and Japan (Carolina Academic Press, 2002)
  • R Rogowski Company Law in Modern Europe (Ashgate, 2004)
  • R Whitley Divergent Capitalisms: The Social Structuring and Change of Business Systems (OUP, 2000)
  • JN Gordon and MJ Roe Convergence and Persistence in Corporate Governance (CUP, 2004)
  • RR Kraakman et al The Anatomy of Corporate Law: A Comparative and Functional Approach (OUP, 2004)
  • MJ Roe Political Determinants of Corporate Governance (OUP, 2003)
  • BR Cheffins Company Law Theory Structure and Operation (OUP, 1997)
  • PT Muchlinski Multinational Enterprises and the Law (Blackwell Publishers, revised paperback edition, 1999)
  • JE Parkinson Corporate Power and Responsibility (Clarendon Press, 1993)
  • J Dine Companies International Trade and Human Rights (CUP, 2005)