LLAW6293 International corporate governance

1.1 Course details

Course code: LLAW6293 / JDOC6293
Course name: International Corporate Governance
Programme offered under: LLM Programme / JD Programme
Semester: June
Prerequisites / Co-requisites: No
Credit point value: 9 credits / 6 credits
Cap on student numbers: 30

1.2 Course description

The course will begin with an introduction to corporate governance in general and comparative corporate governance in particular as a new discipline of legal scholarship in the United States and in other countries. Students will study the current state of comparative corporate governance research by examining law review articles and other academic materials, as well as documents drawn from the actual practice of corporate governance and finance. The convergence in corporate governance discussions will be the focus of this part of the course, and the divergent approaches of the contemporary corporate governance theories will be reviewed.

Then, the class will study theory and practice of cross-listing and cross-border mergers and acquisitions to understand the two major forces of global convergence of corporate governance and finance. The class will cover the issues of international regulatory competition and arbitrage, cross-listing and bonding hypothesis, and international implications of the US Sarbanes-Oxley Act and Dodd-Frank Act. The role of the global investment banking institutions and investment professionals in corporate governance and finance will also be discussed with some illustrative cases on cross-border mergers and acquisitions and reincorporation, including Gucci, Vodafone, ArcelorMittal, News Corporation, and DaimlerChrysler.

After that, the instructor will draw introductory studies on corporate governance from Germany, Switzerland, Sweden, Russia, China, Japan and Korea, and explore with the students how and why the respective corporate and securities laws of these countries are converging with those of the United States. The class will also look into corporate governance of some representative international companies in those jurisdictions, including Volkswagen, Porsche, Gazprom, Wallenberg Group, Novartis, Hyundai Motor and Samsung Group.

In addition, the course will address corporate environmental and social responsibilities through studying such recent cases as Papa Johns, Korean Air, and Daden Restaurants, and analyzing stewardship codes around the world and their impacts on the shareholders' meeting, and evaluating BlackRock's new ESG policy statement. With that the course concludes discussing the role of corporate governance in social developments in emerging jurisdictions.

1.3 Course teachers

Name E-mail address Office Consultation
Course convenor Hwa-Jin Kim TBA TBA By email

2.1 Course Learning Outcomes (CLOs) for this course

CLO 1 Describe and explain the sources of corporate governance and finance laws and apply them to a practical situation that may arise in relation to various corporate and compliance practices.

CLO 2 Describe and explain the legal framework that influences the operation of global business organizations in Hong Kong and other jurisdictions.

CLO 3 Understand documentation associated with corporate governance and finance, mergers and acquisitions, and private equity transactions.

CLO 4 Demonstrate an awareness of environmental and social responsibilities of business organizations through current developments in best practices influenced by stewardship codes.

2.2 LLM Programme Learning Outcomes (PLOs)

PLO A On successful completion of the curriculum, students should be able to demonstrate a solid understanding of the body of legal knowledge and the capacity to conduct research on, critically analyse and evaluate legal principles, at a level required to meet the standards and expectations of the legal profession and the community at large.

PLO B On successful completion of the curriculum, students should be able to apply their legal knowledge and research skills to practical situations or theoretical challenges, and utilise their comparative understanding of the law and its political, social and cultural contexts to provide original and creative insights to legal problems.

PLO C On successful completion of the curriculum, students should be able to apply the knowledge, lawyering skills and legal reasoning to real and novel situations in life, with a view to resolving issues, problems and disputes within the legal parameters.

PLO D On successful completion of the curriculum, students should be able to demonstrate the ability to present effectively legal arguments in the professional context, as well as conveying and explaining the law effectively to lay clients and members of the larger community.

PLO E On successful completion of the curriculum, students should be able to appreciate the underlying moral values of the law and ethics in the profession and the legal system in the broad social, economic, political and cultural contexts: justice, the Rule of Law, and protection of rights and liberties which form the fabrics of a civilised society, and the importance of upholding these values by the legal community.

PLO F On successful completion of the curriculum, students should be able to develop a strong awareness of social issues and conditions, and utilise analytical abilities and rhetorical advocacy to provide leadership for the betterment of the human community.

2.3 Programme Learning Outcomes to be achieved in this course

PLO A PLO B PLO C PLO D PLO E PLO F
CLO 1  ✓  ✓
CLO 2  ✓  ✓  ✓
CLO 2  ✓  ✓  ✓
CLO 4  ✓  ✓  ✓

3.1 Assessment Summary

Assessment task Due date Weighting Feedback method* Course learning outcomes
Case study TBC 40% 1, 2, 3 1, 2, 3, 4
Take home exam TBC 60% 1, 2, 3 1, 2, 3, 4
*Feedback method (to be determined by course teacher)
1 A general course report to be disseminated through Moodle
2 Individual feedback to be disseminated by email / through Moodle
3 Individual review meeting upon appointment
4 Group review meeting
5 In-class verbal feedback

3.2 Assessment Detail

To be advised by course convenor(s).

3.3 Grading Criteria

Please refer to the following link: http://www.law.hku.hk/course/grading-criteria/

4.1 Learning Activity Plan

Seminar: 3-hour seminars in an intensive mode in June 2021
Private study time: 9.5 hours / week for 12 teaching weeks

Remarks: the normative student study load per credit unit is 25 ± 5 hours (ie. 150 ± 30 hours for a 6-credit course), which includes all learning activities and experiences within and outside of classroom, and any assessment task and examinations and associated preparations.

4.2 Details of Learning Activities

To be advised by course convenor(s).

5.1 Resources

Reading materials: Reading materials are posted on Moodle
Core reading list: TBA
Recommended reading list: TBA

5.2 Links

Please refer to the following link: http://www.law.hku.hk/course/learning-resources/


By the publication of the course profile online, the Faculty deems the student as having been notified of the course requirements.