Describe, and critically evaluate, both theoretically and in practice, different regional models of corporate law & governance;

International Corporate Law & Governance

Task details: You should read the attached memorandum of instructions. Then write a report as instructed. As indicated in the memorandum, the audience for your report is your principal. Instructions: In this report-style you should work to prepare a detailed report for the client on the issues identified in the instruction memorandum. Your report should cover both legal and practical advice and should be addressed to the board of directors. Therefore, you should assume that you are addressing a sophisticated but non-lawyer audience, so some explanation of legal concepts will be required. As well as legal analysis, you should consider fully the political, technological, philosophical and economic implications of issues arising from the instructions. Writing style Arial 12pt with 1.5 spacing page numbers at the bottom of the page Referencing: Oscola Word count 2,500 words including references/Footnotes excluding bibliography excluding 250 word individual overview Knowledge and Understanding. 1. Demonstrate an advanced and detailed knowledge and understanding of the fundamental legal concepts that characterise corporate identity and activity in a global context; 2. Describe, and critically evaluate, both theoretically and in practice, different regional models of corporate law & governance; 3. Operate professionally, ethically and with cultural awareness in a global corporate context. Practical, Professional or Subject Specific Skills 4. Advise on legal and regulatory matters 5. Produce a report on legal issues for a business client Transferable/Key Skills and other Attributes. 6. Locate and synthesise information from a range of published literature and electronic sources and present this effectively in oral, written and other media. Important to the writer: The answer demonstrates the willingness of the writer to challenge oneself and formulates new original ideas. The writer critically integrates various perspectives and demonstrates outstanding scholarly style in relation to structure, logical progression and clarity. It synthesises reference material from a wide range of sources. Overall outstanding. 1. Knowledge Outstanding knowledge. Theory is linked to practice to an exceptional level and may be used to formulate new questions, ideas or challenges 2. Cognitive processes Outstanding critical analysis and synthesis. Incorporates evidence of original thinking 3. Professionalism Outstanding awareness of self and relationships with others. Outstanding knowledge of the team and their contribution to it. Outstanding awareness of group values beliefs, ethical and political issues. Outstanding awareness of operation within scope of practice. 4. Communication Presentation is outstanding demonstrating a fluent academic style. 5. Motor skills Safe, outstanding application of skills, perceives the situation as a whole 6. Referencing and using evidence Synthesis of reference material from a wide range of sources both within and across professions. The legal issues should not only be stated but also explained. I.e. go deep enough into the specific legal issues that arise in the scenario. – Do not just write discursively and generalize. The writer has to explain how to apply the relevant law using primary and secondary sources to arrive at the correct conclusion! The writer needs excellent in critical analysis and synthesis and the arguments are handled with imaginative interpretation of the material. The writer has to demonstrate scholarly style in relation to structure, logical progression and clarity. Important is detailed use of relevant primary and secondary sources which are well referenced and used creatively to develop the work. Memorandum of Instructions From: Jane Ball (Corporate Partner) To: Ellen Collini (Associate) Date: 3 rd April 2021 Westlands Group PLC As you know, one of our most important corporate clients is Westlands Group PLC (Westlands), a large multi-national corporation which is quoted on the FTSE 350 on the London Stock Exchange. This morning I met with Ralph Warner, Thomas Richardson and Pranav Choudhury, respectively the Chairman, CEO and finance director of Westlands to take instructions on some extremely important issues that they are currently dealing with. They want us to prepare a detailed report for them on these issues and have given us a strict deadline to submit the completed report so that it can be considered by the full board of directors in two weeks’ time. I shall require your assistance in compiling the report as I am currently committed to dealing with a number of other important matters. The issues they wish us to advise on are as follows: 1. The Board’s strategy is to expand the business into Germany but they are not familiar with the corporate governance regimes existing in this country. Of course, they are very familiar with the UK Corporate Governance Code and its requirements, but there are significant differences in the laws and regulations introduced in other countries, and they would like us to provide a summary of the key differences between the UK rules and those in Germany in relation to the following three areas: • Structure of the board and the role and responsibilities of the board of directors • Rules for setting executive remuneration. 2. The Board has plans to streamline the business by outsourcing some of its back-office functions such as complaints handling and HR support. This will involve a major restructure of the business and lead to job losses at the company’s head office in Salford. Some of the jobs are likely to be relocated overseas in order to achieve cost saving. The board is confident that these changes will be beneficial for the business in the short term but are aware that there is likely to be significant opposition to the move from trade unions and from some shareholders. They would like to know what their duties are under the Companies Act when it comes to making strategic decisions such as these and what, if any, action the shareholders could take to challenge the board’s decisions in this regard. 3. Finally, the Board would like some advice on the provisions in the UK Corporate Governance Code that relate to the role and number of executive and non-executive directors that they should have, and the extent to which any non-executive directors need to be independent. Please could you prepare a draft report for me covering each of the three issues mentioned above? As I will have little time to rewrite the report myself, please ensure that it is thorough and complete so that it can be sent to the client once I have had the opportunity to check over it. Many thanks. Jane Ball