Comparative Corporate Governance

This course will help introduce students to comparative corporate governance, including selected issues of cross-border M&A, and Environmental, Social, and Corporate Governance (“ESG”). Corporate law is an international endeavor. Transnational corporations require transnational legal counsel, M&A transactions involve foreign buyers or foreign targets. Policy proposals are increasingly promoted with a view to developments in other regions of the world. The Corporate Social Responsibility (“CSR”) and ESG (“ESG”) movements are driven by frameworks published by the UN or the OECD. Having a feeling for different corporate-governance regimes and the international contexts corporate law evolves in allows to better understand today’s world of corporate law. We will discuss a selection of “classics” and cutting-edge issues such as, e.g., one-tier vs. two-tier boards, shareholder power and employee co-determination, corporate liability for human rights violations in supply chains, and climate-change disclosure.