 But if there are no questions, then I'm going to take my director hat off, and I'm going to put on my hat as being the, in terms of being the instructor for comparative corporate governance. And I'll kick off the sessions in terms of, in terms of the MCL modules. So what I want to talk about now, shift gears, I'm going to talk about the comparative corporate governance module that will be offered this term. You may well be already familiar with the term corporate governance. Not a brief definition, working definition would be that it is concerned with the systems by which companies are directed and controlled. Concerned with the systems by which companies are directed and controlled. With particular emphasis on the enhancement of managerial accountability. Key corporate governance topics include director's duties, shareholder rights and remedies, board structure, executive pay, and shareholder activism. In the comparative corporate governance module, these topics will be examined from a multi-jurisdictional perspective. Now debates about managerial accountability, board structure, shareholder rights, they've been going on for decades. They first became channeled through the term corporate governance in the 1970s. In the 1970s and throughout the 1980s, corporate governance was pretty much a U.S. exclusive topic. It was only really talked about in the United States. It didn't heavily generate any interest in other countries. Things changed dramatically in the 1990s. Britain led the way in 1992 with the introduction of an influential, highly influential corporate governance code that emerged from the deliberations of a committee led by Sir Adrian Cadbury. Discussion of corporate governance would then quickly spread to other developed countries and emerging markets throughout the 1990s. Now during the 1990s, considerable emphasis was placed on introducing corporate governance norms generated in the United States. Why? Well, in large part to attract the considerable resources of American institutional investors. Now the U.S. corporate governance model, some of the shine was taken off at the beginning of the 2000s because there was the dot-com boom crash. And also there were scandals at companies such as Enron and WorldCom. Still, while the U.S. model was not going to be as influential going forward as a result of these events, by this point in time the concept of corporate governance was well entrenched around the world as an intellectual construct and also as an academic and advisory service industry, for lack of a better term. Moreover, there was substantial cross-border awareness with corporate governance issues. So, for instance, when controversies with executive pay went into overdrive as a result of the recent financial crisis, an immediate reaction of policymakers and individual countries was to look and to see what other countries were doing. So people think about corporate governance in cross-border terms, both in terms of an investment perspective and a law reform perspective. The comparative corporate governance module is a logical manifestation of the inherently cross-border nature of the corporate governance field. And what it does is it provides an opportunity for students to analyze from a multi-jurisdictional perspective key corporate governance themes. I'm going to provide an overview now of these themes in the order that I will cover them in the module. First of all, I'll provide some more details and lectures on the emergence of comparative corporate governance as a prominent topic for investors, companies, policymakers, and academics. Second, students will learn about national systems of corporate governance and the distinction that I'm going to emphasize will be between countries that have on the one hand an outsider arms-length system of ownership and control. This is characterized by well-developed equity markets and a diffuse shareholder base. Contrast that with countries that have an insider control-oriented scheme. And that's a situation where countries where publicly traded firms, most of them have blockholders. What I mean by that is they have a shareholder or a tight coalition of shareholders who own a majority or a dominant stake. And that's the common arrangement. In outsider arms-length countries, blockholders are rare. Ownership is diffuse. A controversial thesis is that corporate law may play a crucial role in determining whether a country has an outsider arms-length system of ownership and control or it's insider control-oriented. So are large publicly traded firms, do they typically have blockholders or not? Company law may have helped to drive countries to these two potential outcomes. So that's the second theme looking at the national systems of corporate governance. Third, we'll focus on boards of directors and more particularly board structure. The corporate governance role of the board and the potentially beneficial role in particular of what are known as independent directors. That means they're independent from the executives of the company. I'll campus the corporate governance advantages of independent directors. Now, I will move through that reasonably quickly. In the corporate governance course, that's spelled out in more detail about exactly the corporate governance contribution of independent directors to provide. But enough detail will be provided for you to get a handle on why they're potentially significant. And the point that will be emphasized in the comparative corporate governance lectures is that for independent directors of publicly traded firms, they have two key roles that potentially conflict. One of these roles is advisory, providing the full-time executives advice on how they should be running their business and strategic advice and so on. That's role one. Second role is a watchdog role. What they do is they keep an eye on the executives with an eye to, well, the crucial objective being to enhance managerial accountability. And the point here is they want to be, should be keeping potentially wayward executives in check. Now, what we'll consider in the module is there are conflicts between these two roles. Being an advisor to someone and being their watchdog is a very difficult balance, okay? Because in one hand, you're a team player. On the other hand, it's got to slap their hands if they're not doing what they're supposed to do. Now, point that we'll focus on is what you have and say in the United States and the United Kingdom is you have a unitary board. All directors serve on the board. Can the independent directors do both these jobs properly? We'll contrast that with the best-known alternative to this Anglo-American Unitary Board, which is a German-style two-tier board. What you do with the two-tier board is you have the board is divided between the executive component and then there's the supervisory component. And the independent directors would serve on the supervisory board and focus exclusively on the watchdog function. There would be no idea that they would be providing strategic advice. Does this work better? Fourth, we'll consider the position of stakeholders. Stakeholders are constituencies other than shareholders who contribute, substantially contribute, or are substantially affected by corporate activity. Now, focusing on stakeholders is a departure from the LLM course. The LLM course focuses pretty much exclusively on relations between shareholders and those who manage the company. This approach makes sense for the LLM course. That's because the LLM course focuses exclusively on UK corporate governance. And in the UK, corporate governance has pretty much entirely been a story of enhancing managerial accountability and how shareholders can contribute to and benefit from that process. Stakeholders, and we're talking about employees, creditors, and so on, have been very much a sideshow with respect to UK corporate governance. It doesn't mean that these constituencies don't matter in the round, but from a corporate governance perspective, they have been very much off stage. In a comparative course such as this one, a different approach is justified. And that's because outside the UK and also the United States, stakeholders have had a much more central role in thinking about corporate governance than they have in the British or American context. And so we will consider stakeholder issues as they relate to corporate governance. We'll focus on two basic stakeholders themes. First of all, we'll consider the extent to which directors' duties oblige or at least give discretion to boards to benefit stakeholders at the expense of shareholders. So will it be a breach of duty or are they compelled to serve the interests of stakeholders at the expense of shareholders? We will also consider the merits of board representation for stakeholders. And they are going to focus on the German context again. And what I will consider is the German system where employees are given substantial representation on the supervisory board and talk about the nature of that system and its potential costs and benefits. So that's fourth is stakeholders. Fifth, we'll look at executive pay. We'll look at executive pay. I'll briefly go through the essential elements of executive pay, that salary, bonus scheme, stock options, perks. But the details on that, fuller details on that will be offered in the LLM course. The emphasis instead will be placed on understanding how executive pay arrangements differ worldwide. How do executive pay arrangements differ worldwide? The departure point that we'll use is the lucrative performance oriented model that exists in the United States. U.S. executive pay more than counterparts elsewhere and have their executive pay arrangements are more performance oriented. And why is this not as pervasive worldwide? Students will also learn about executive pay controversies worldwide and they will consider various reforms that have been introduced in response to concerns that executives are paid too much and that executive pay is insufficiently correlated with performance. Sixth and finally, students will learn about shareholder rights and remedies from a comparative perspective. Rights that shareholders exercise collectively, such as the selection of directors will analyze those separately from shareholder litigation options. And particular emphasis will be placed on different approaches taken in the U.K., the U.S. and Germany. Students will also find out about a wave of empirical research carried out beginning in the mid-1990s where researchers have graded numerically the extent to which numerous countries protect, various countries protect shareholders. Now, students will see that this numerical research provides various intriguing insights and indeed is a potentially valuable resource for those who want to find out about corporate law shareholder protection worldwide. However, we will also see that it is open to question just how accurately these indices capture the reality of corporate law on the ground. Now, I said when I offered my synopsis of today's events that MCL students should bear in mind their LLM full year course when they're selecting when they choose their modules. And that's particularly relevant, as I indicated, with comparative corporate governance. And that's because there will be points of overlap between the LLM course of corporate governance and the MCL module on comparative corporate governance. That said, you will certainly be possible to do the MCL module on comparative corporate governance without doing the LLM course on corporate governance. I will not assume in lectures or with respect to reading that you have or are doing the LLM course. There will be issues that won't be canvassed in detail, but I, as in as much details in the LLM course, will give you enough background that this will be a standalone enterprise and will work on its own for those who want to do a different LLM course. Now, in terms of logistics with this module, I've indicated this module runs this term. The first set of the sessions for this are on Tuesday mornings, 9 a.m. to 11 a.m. in G11, which is just across the way. So that means the first lecture for this module will be 9 a.m. on Tuesday. 9 a.m. on Tuesday. I'm anticipating that, given the timing of exams, they happen this term after, just after lectures finish, they won't really want to have a lecture in what's referred to as Week 8, December 3rd. So what I will do is I will reschedule, I will reschedule that final class a little bit earlier in the term so you have a bigger, better run-up for these exams. There is no single textbook suitable for the module. I will assign readings from various sources with books. The excerpts, they'll identify the lecture outlines that will be made available. Those books will be available in the MCL collection. David Wills will talk more about that. With web-based sources, links will be provided on the lecture outlines that will be distributed to you both electronically and hard copy. With journal articles, with the help of the Squire Law Librarians, what will happen is that all the journal articles have been collected together electronically, and you'll be given a memory stick that has all those articles on them. The exam will take place on Tuesday, December 10th at 9 a.m. It is a two-hour open book exam. Students will have to answer three questions with a choice, there'll be at least four choices. We'll choose, there'll be three questions they have to answer from at least four choices. Last year's exam was comprised, as it turned out, entirely of essay questions. As opposed to problem-fact-oriented questions. We'll see how things develop. Any questions?