Postgraduate Law 2022-2023

The course deals with the regulation of international activities regarding energy and the environment. The course will consider the international legal framework regarding energy sources, and it will look at the various legal instruments at the global and regional level as well as the key actors that are involved in regulation. It will also examine environmental issues that correspond to the generation and use of energy in the international context and the responses relating to environmental protection of soil, water, air, atmosphere and species.

With only limited exceptions hydrocarbons lie in the ownership or control of states but are frequently explored for and produced by commercial actors. This course considers the means by which the state controls exploitation of its oil and gas reserves. Following a number of introductory online lectures, students will participate in interactive seminars considering topics such as: from energy security to energy trilemma; national oil companies; licensing and production sharing agreements; resource curse and transparency; health, safety and environmental regulation; and decommissioning. This course is available to students registering for the LLM Oil and Gas Law programmes (Dissertation or Professional Skills).

This is an optional course at postgraduate level and offers a selective and critical examination of company laws in the UK and other systems. It is an appropriate course for students with an interest in working in the corporate sector or who wish to learn more about how company law operates in different countries. Key issues in comparative company law shall be examined and a range of topics will be covered, dealing with corporate entities, their ownership, management and activities.

A transition from reliance on fossil fuels to low-carbon renewable energy is essential for mitigating climate change and for making energy supplies more sustainable. The course considers the challenges and concerns that this fundamental change in the nature of energy supplies gives rise to, and explores laws role in addressing them. The course examines the legal regimes for promoting renewable energy at international, EU and UK levels, and considers how law can be used to address significant constraints on the growth of renewable energy including difficulties with grid access and public opposition to wind energy development.

This course provides students from diverse legal and educational backgrounds with a common understanding of the core research, analytical, and writing skills which will be required for LLM-Taught courses. It begins with a series of lectures and progresses to working in a workshop environment and finally to the submission of an individual assignment. It also incorporates a library workshop to provide students with hands-on experience with the resources available for course and dissertation work.

The course analyses recent developments in public international law. It first considers the sources of public international law. The question is then asked whether traditional public international law can regulate pressing issues on the international plane. Examples of these problems are: international terrorism, nuclear weapons proliferation, protection of human rights, ethnic conflicts, climate change. The course encourages the participant-student to think creatively as an international lawyer to resolve contemporary international dilemmas.  

This course provides a detailed overview of the international and domestic legal regulatory framework pertaining to the decommissioning of offshore oil and gas installations. Teaching and instruction will be by a variety of methods including podcasts, directed reading, and interactive discussion. Topics covered are: International law of the sea; global legal regime for offshore decommissioning; dumping – the UNCLOS, London and Oslo Conventions; Implementing international law in the UK and the Brent Spar Case; Legal and regulatory consequences of Brent Spar; the ongoing evolution of UK decommissioning law; the comparative dimension; waste. This course is available to students registering for the Online LLM Oil and Gas Law programmes (Dissertation or Professional Skills) and MSC Decommissioning.

Students will explore the diverse elements of law which constitute international intellectual property law. We will consider the historical development of international intellectual property rights, framework of international treaties and organisation, copyright (with a particular focus on new developments in the digital age), geographical indications, patents and designs. Throughout the course, the challenge is to identify conflicts and synergies, and areas for future development, through regard to cases, scholarship, and the activities of policy makers and activists. Assesment is by an essay, an individual presentation and discussion board submissions. Description: The course considers key issues relating to international intellectual property law which may vary from year to year consistent with the legal and social evolution of the fields; the course will explore copyright, geographical indications, patents, designs, and their relationship with regional and international treateis and international organisation; key themes will be drawn together in a practical presentation session.

This course is a substantive and critical analysis of two key areas of intellectual property law, copyright and patents, with a UK and European focus, and their impact on innovation and creativity. This course complements other innovation law LLM courses which focus on commercial, policy and sector matters.     

The course examines the relationship between development management and utilisation of energy and natural resources, law, ethics, governance, and development at the national and international levels on the one hand and poor/variable developmental outcomes, particularly the resource curse phenomenon, on the other hand. The course then proceeds to apply advanced academic and experiential knowledge to formulate the fundamentals for overarching legal frameworks that will enable the good exploitation and development of energy and natural resources, thereby producing enduring benefits for all key stakeholders. The course is multidisciplinary in approach and with some experiential engagement with industry, governments/regulators, and non-governmental perspectives.

This course introduces international commercial litigation, the major means of commercial dispute resolution for many sectors of industry and the default means of dispute resolution against which int. arbitration is positioned. The course demonstrates the relevance of a venue’s Private International Law (PIL) to its attractiveness for dispute resolution and provides advanced instruction in the relevant post-Brexit aspects of PIL to parties engaged in litigating international commercial disputes.

This is a compulsory course for the LLM/MSc in Corporate Finance and Law. It will provide a grounding for those new to law, while offering deeper understanding to those who have previously studied law. The course will focus on key areas related to corporate finance law to assist students with connected courses. It will principally focus on the laws of the UK (including English law and Scots law, where appropriate) but will also feature a notable comparative law element.

This is a compulsory law course for the LLM/MSc in Corporate Finance. It will explore issues within the field of corporate governance, with reference to different legal systems. It will provide students with a wider and deeper understanding of various corporate governance issues that are crucial to the law of corporate finance.

The course introduces students to the basics of International Law. It will describe the international legal system, the sources of International Law and the law of treaties.

The course aims to introduce students to the core aspects of privacy and data protection law, exploring its international, European, and national dimension.

The course addresses the role of data privacy regulation in the digital environment, critically discussing key global challenges, such as: international data transfers; the balance between the right to data protection and other fundamental interests; the explainability of artificial intelligence.  

The course will examine the law and principles of cross-border taxation. It will cover core subjects on international tax law, including the concepts of source and residence taxation, double tax conventions, allocation of taxing rights, transfer pricing and thin capitalisation rules, and international tax avoidance (schemes and prevention).

Attention will be paid to topical issues around international taxation and the efforts being made to modernise the international tax system. This includes an examination of the tax challenges of the digital economy and the solutions being introduced by the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting.

The course content fulfills the core requirements of Module 1 of the ADIT (Advanced Diploma in International Tax) qualification offered by the Chartered Institute of Taxation. The course is also essential for those aiming to practise tax in an international context, either as academics, government officials, or general tax advisors.

The course will be taught from a legal and policy perspective. No prior knowledge of tax is required, but students should be willing to engage with the tax literature and tax affairs.

The course addresses the political processes by which human rights law is created and sustained (e.g. by exploring the main drivers of the change in human rights norms – like global civil society activism). Discussions review ways in which international human rights law shapes controversial issues of international politics (e.g. problems of international development or humanitarian intervention). Two seminars are dedicated to ‘case studies’ on human rights politics: (1) the practice of human rights activism, and (2) the relevance of human rights for dealing with the social and political tensions generated by oil industry in Nigeria.

The demand for international commercial arbitration has increased significantly over the last 20 years. Empirical surveys conducted consistently report figures that suggest around 60% of businesses prefer arbitration over other dispute resolution methods.  

Seminar topics have been chosen to give students a good knowledge of international commercial arbitration law. The topics covered will be: (1) Arbitration Agreement and Arbitral Jurisdiction (2) The Role of the Seat (3) Applicable Substantive Law (4) The Arbitral Tribunal (5) Arbitral Procedure and Evidence (6) The Arbitral Award.

The course also provides a lecture on the introduction to international commercial arbitration.

This course considers issues relating to international trade and finance law and addresses the legal and commercial aspects of export-import transactions. It covers trade risks and risk assessment, the law and practice relating to international sale of goods, carriage of goods and insurance matters, international trade finance, digitalisation of international trade and international commercial dispute resolution.

This course is comparative in nature and examines in depth certain aspects of the criminal justice process, focussing upon differences between the adversarial and inquisitorial models. Examples are mainly drawn from Scotland, England and continental Europe. Topics addressed include: prosecution systems; the position of the accused; the status granted to the victim; plea-bargaining; the trial process; and appeals. The emphasis is not so much on ‘black-letter law’ but on the principles and policies, often clashing, which underlie the detailed legal rules and regulations governing the relevant institutions and processes.

The course will cover: registration of title system in general and specific aspects of registration of title in particular; the steps involved in selected types of conveyancing transaction; particular issues raised by specific types of conveyancing transaction; selected aspects of leases and related matters including tax, ethical, practice management and client care aspects of conveyancing. Key conveyancing skills will also be covered such as communication with clients, drafting, negotiation, and transaction based research.

The course will cover: taking instructions for a will; drafting testamentary documentation; practical issues concerning intestacy; executry administration; trusts; incapacity; investment and tax planning advice; and related matters including tax, ethical, practice management and client care aspects of Private Client. Key Private Client skills will also be covered such as communication with clients, drafting and transaction based research.

The course will introduce both Criminal and Civil Litigation and will cover: the Criminal Legal Aid scheme, the rules of criminal procedure and appeal routes, the conducts of pleas in mitigation, intermediate diets and trials, the funding of civil procedure, the ocncepts of specification and relevance in civil procedure, Court of Session procedure and processes, actions competent in the sheriff court and appeal routes, client interviews, drafting pleadings, the conduct of an options hearing and a proof, settlement issues and related matters including client care aspects of litigation. Key litigation skills will also be covered such as communication with clients, drafting, advocacy, and transaction-based research. 

The course is divided into two parts. Part 1 will cover: business structures and investment; a group exercise involves the set-up of a virtual law firm and construction of key business and practice policies; management of time and risk capability; company accounts analysis; loan finance; financial advice and tax implications; financial services.  An Investment Game runs throughout the first part of the course where each student manages a share portfolio. Part 2 will cover ethical issues in the client relationship; confidentiality and conflict; and duties and discipline. Key skills such as communication with clients, team working, drafting are covered.

The purpose of this course is to introduce the main principles of environmental law. The course analyses the challenges of environmental protection from the perspective of international, European and national law. Besides the conceptual analysis of the main principles of environmental law and methods of regulation, the course focuses on the delicate interaction between the principles of economic law (e.g. the right to property, the protection of investments, free trade) and environmental protection. Is there a conflict between economic law and environmental law or are these fields of law mutually reinforcing?

A good knowledge and understanding of the commercial purpose and key features of the principal contracts used in the oil and gas industry is essential for an oil and gas lawyer.  This course will examine the contracts entered into between involved in the exploration for and production of oil and gas. These include and the investment contracts entered into between the oil companies themselves in the form of Joint Operating Agreements, and those between oil and gas companies operators and the contractors making up the service and supply chain. The course will be taught by means of a mix of lectures, seminars and interactive workshops.

This course is comparative in nature and examines in-depth various key evidentiary doctrines, focussing upon the jurisprudence of the European Court of Human Rights and differences in the approaches adopted by national jurisdictions. The emphasis is not so much on ‘black-letter law’ but on the principles and policies, often clashing, which underlie the detailed legal rules and regulations governing the relevant types of evidence.

This course provides students from diverse legal and educational backgrounds with a common understanding of the core research, analytical, and writing skills which will be required for LLM-Taught courses. It begins with a series of lectures and progresses to working in a workshop environment and finally to the submission of an individual assignment. It also incorporates a library workshop to provide students with hands-on experience with the resources available for course and dissertation work.

The course provides students with a comprehensive overview of the commercial issues which arise when decommissioning offshore installations.  The course will focus in particular upon the UK example.  It will consider standardised documentation including LOGIC and BIMCO contracts,  key contractual clauses, innovative contracting models and the legal (including tax) issues which arise as a result of decommissioning costs.

International commercial lawyers frequently work on contracts involving parties from different countries. Here, each one of these jurisdictions may offer a different interpretation of the same contractual provisions.  This course is aimed to help commercial lawyers understand how different legal traditions offer different viewpoints on key contractual challenges. At the end of the course, students will be able to understand many of the discrepancies and similarities between legal systems, thus honing a fundamental skill for an international commercial lawyer. The course will cover a wide range of European legal systems, as well as transnational contract law mechanisms including the Principles of European Contract Law and the United Nations Convention on Contracts for the International Sale of Goods.

The complex interaction between investment protection and the sovereign right of states to regulate has been most acute in the energy sector. On the one hand, investors require strong guarantees that states will respect the “rules of the game” that constitute the basis of their investments. On the other, states can be tempted to interfere with foreign energy investments because of their strategic and social importance. This course aims to analyse if existing investment disciplines and international investment protection framework, are adapted to the specific regulatory risks that investors face in the energy landscape of the 21st Century and how best to avoid disputes and manage them.

This course is designed for law as well as non-law students who are interested in public communication via mass media – some may be interested in pursuing a career in journalism, marketing, or politics, others may nevertheless be interested in gaining insights into the legal mechanisms which regulate public communication through mass media in these fields. The course aims to develop an in-depth knowledge and critical understanding of the relevant legal mechanisms.

This course will explore issues within the law of debt finance, principally focused on the laws of the UK (including English law and Scots law, where appropriate) but with reference to other systems too. It will provide students with a wider and deeper understanding of various debt finance issues that are crucial to the law of corporate finance.

This course will explore issues within the law of equity finance, mainly focused on the laws of the UK but also with references to different legal systems. It will provide students with a wider and deeper understanding of various equity finance issues that are crucial to the law of corporate finance.

There is limited appreciation given to the study of the state as a policymaker, legislator, and disputing party in the context of international economic law. Yet, the states have become the “investor of first-resort", while participating in an unprecedented surge of international investment disputes and international economic agreements. The course covers how international investment law interacts with the State’s regulatory powers in different economic sectors.

The course aims to provide a thorough and critical understanding of fundamental concepts, principles and institutions of the World Trade Organisation (WTO), with emphasis on trade in goods (GATT).  The main topics covered include relevant historical and institutional developments, WTO dispute resolution, core principles such as the non-discrimination, most-favour-nation (MFN) and the prohibition of quantitative restrictions on international trade.  The security, environment, human rights, labour standards, economic emergencies and free trade areas and customs unions based exceptions and their challenges are also analytically explored.  These are studied in light of relevant WTO panel and Appellate Body cases and recommendations.

The course introduces students to the basics of International Law. It will describe the international legal system, the sources of International Law and the law of treaties.

This course explores the diversity of laws and policies that shape our food system. It considers crucial legal issues applicable to the access, production, processing, packaging, marketing, consumption and disposal of food such as food sovereignty, food security, right to food, intellectual property rights relating to food, food safety, food waste as well as the food -water -energy- land nexus. The course, delivered through seminars, encourages debates, critical thinking and formulation of opinions on the complex and often controversial issues covered. Seasoned guest speakers are invited to enrich the student’s knowledge and experience. Whilst the course focuses on the international and UK systems, relevant examples from other jurisdictions are employed.

Climate change is the biggest environmental challenge of our time and addressing it requires a range of regulatory tools and strategies for mitigating emissions. These include placing limits on greenhouse gas emissions at the international, national, and regional levels; designing and implementing emission trading markets; facilitating the implementation of carbon capture, utilisation & storage and more. This course examines legal framework governing carbon management at the international and national levels, critically analysing the role of law in mitigating the climate crisis.

The course analyses how international law regulates the use of armed forces between States.  It is of interest to  students who want to understand the legal considerations which frame contemporary conflicts. The course will  study the fundamental principle of the prohibition on the use of inter-State force. It will examine the current exceptions to this principle, and how States try to justify the use of force. Consequently, the course will study the most recent recourses to force on the international plane, in particular in Kosovo, Afghanistan, Iraq, Libya, Syria, and Ukraine. Teaching will be delivered mainly through discussion based seminars.

The course analyses international legal issues raised by the increasing need to secure cyberoperations. It therefore addresses the emerging international cybersecurity law.

This course tracks the ongoing interactions between trade mark and related laws on the one hand and the social and commercial practices of branding on the other.  Through the use of cases and contemporary examples throughout, the course views trade mark and related laws within their historical, current, and developing social and commercial contexts.  It offers a critical view of certain developments in the laws, their roles in and responses to the evolving practices of branding.  It provides students with both an analytical and a practical view on the protection of trade mark and related rights.

The course was designed to help students build competence in dealing with the doctrinal issues about international human rights. It involves understanding the place of human rights in public international law, finding one’s way around the foundational human rights documents and the jurisprudence of human rights bodies. The course delivery puts heavy emphasis on classroom discussion on the controversial issues on contemporary human rights law that shape doctrinal development in this field: the justifiability of torture, the limits of freedom of religion, the justiciability of social rights, etc.

The transport and supply of hydrocarbons (oil and gas) and electricity is essential for modern civilisation. If energy cannot get to the consumer, then energy security is threatened and economic development may be restricted.

These challenges are important in the context of the liberalisation of these sectors, especially the restructuring of these industries from monopolies to competitive markets. This course explores the law and policy framework governing the movement and distribution of energy, particularly within a liberalised market, in an era of climate change. Topics covered include market liberalisation, energy security, gas sales and transport, and market regulation.

The course will build on the knowledge and experience students gained from the core Litigation course. The course will cover: the conduct of 2 case scenarios which will involve preparation and conduct of both a debate and a proof; client interviews; precognition taking; preparation of different types of civil pleadings; students will practice by role play the skills required to prepare and conduct civil cases in the sheriff court; summary cause and small claims procedures.

The course will cover: contractual drafting; contracts of sale; consumer contracts; Heads of Terms and offers; common law and implied terms; Share Purchase Agreement and Boilerplate clauses: Transfer of Undertakings (Protection of Employment) Regulations 2006; intellectual property; warranties and indemnities; Bribery Act 2010; assignation, assignment, novation and variations; exiting commercial contracts. Key skills will also be covered such as communication with clients, analysing key risk areas in relation to technical and legal matters, drafting, negotiation, and transaction based research.

The course will cover: a role play scenario where students will work in groups acting for the purchaser and seller throughout the key stages of an acquisition transaction; drafting preliminary documentation; creation of a company as an acquisition vehicle; financial aspects of the deal; diligence and disclosure; the Share Purchase Agreement; the completion process including a mock completion meeting and post completion matters. Key skills will also be covered such as communication with clients, drafting, negotiation, and transaction based research.

The course will cover: taking part in role play scenarios relating to disputes involving divorce, cohabitation and parental rights; taking instructions in a family law dispute; writing positional letters; drafting appropriate court documentation; negotiations which involve the parties and solicitors; interim interdict hearing; and child welfare hearing. Key skills will also be covered such as communication with clients, client care, drafting, negotiation, and transaction based research.

The course will cover: the oil and gas licensing regime; the broader context within which the oil and gas industry operates; Joint Operating Agreements; exclusivity agreements; Joint Bidding Agreements; exclusion/indemnity clauses and risk allocation; access to infrastructure; renewable and planning issues; servitudes; health & safety and the environment qualifying disclosures and protected disclosures; the legal framework concerning decommissioning; the role of the media with particular reference to the Brent Spar incident; regulatory issues and responsibilities in the event of an oil rig disaster. Key skills will also be covered such as communication with clients, drafting, negotiation, and transaction based research.

Employment Law: Tribunal Practice and Procedure

The course will cover preparing and representing clients at Employment tribunals, and to develop advocacy and communication skills in dealing with and representing clients involved in employment disputes. Key skills will also be covered such as communication with clients; client and witness interviews; advocacy skills; drafting, negotiation, and transaction based research.

The course will cover an overview of the institutions of Public Law; an examination of planning law; issues dealing with education, housing and social work; an examination of Equality and Human Rights law. The course will include a themed case study (e.g. Gypsy Travellers) which will be reviewed throughout the duration of the course. Key skills will also be covered such as communication with clients, drafting, negotiation, advocacy skills and transaction based research.

The course will develop knowledge and skills in both theory and practice on all aspects of negotiation. The course will cover preparation for a negotiation, including conducting an assessment of the client's position; review typical negotiation strategies; assessed the range of potential outcomes. Students will conduct negotiations across a range of disciplines.

The course will provide opportunities to develop and enhance key transferable skills and address issues of confidentiality and ethical considerations in the negotiation process.

Taught by museum and law academics, this course will examine cultural property issues  such as treasure trove, looting and repatriation, forgery, sacred and street art, and the derogatory treatment of art. Objects from the University Museum and collections worldwide will be drawn on to illustrate aspects of the course. Museum practice and operational experience will also inform certain aspects.  Students will be encouraged to explore and develop their own ideas. Facilitating this, the course will include a programme of case studies and/or issue papers to be presented by students for class discussion.      

The course will provide an understanding for petroleum data managers from legal, commercial and security standpoints of contemporary legal challenges involving data protection and privacy from commercial, state and activist perspectives such as big data and data mining; intellectual property; regulatory frameworks; competition law.

Between May and mid-August students prepare a 10,000 word dissertation on a topic of their choice related to their specialist LLM programme. Students are instructed through the delivery of a preparatory lecture, two supervisory meetings and a two hour dissertation planning workshop in a small group setting. Students are expected to spend considerable time on independent research throughout the course of the dissertation module, including; preparation of dissertation plan, amendment of plan in accordance with supervisory comments, preparation for the dissertation workshop, and, of course, in the final 10,000 word dissertation itself.

This course is taught over three weeks at the end of May and beginning of June each year. It is highly practical and interactive, involving group discussion and debate, drafting, role play and presentations. Students are taken through the international arbitration process from drafting the arbitration clause, to jurisdiction, preliminary proceedings, the hearing, the award (judgement) and enforcing and challenging the award.  Practitioners in international arbitration deliver majority of the tuition. There is no exam, assessment is by presentation, preparing written arguments and award (arbitral judgement) writing. Successful completion of the course can lead to exemption from the Membership examinations of the Chartered Institute of Arbitrators.

This course allows students the opportunity to deploy the knowledge they have gained in the taught courses on the LLM Oil and Gas Law programme in two intensive week-long exercises designed to develop their professional skills. The first of these involves an insight into the building of a commercial case to farm-in to a petroleum licence whilst the second puts students in the position of state or commercial actors negotiating a Production Sharing Agreement. This course is available to students on the LLM Oil and Gas Law with Professional Skills programme.

This course allows students the opportunity to deploy the knowledge they have gained in the taught courses on the LLM Energy Law with Professional Skills programme in intensive exercises designed to develop their professional skills.  It aims to provide students with an insight into specific processes which form the practical context for the legal and regulatory knowledge and skills gained during the taught courses. It also informs them about how the regulatory context affects the planning of projects and the conduct of processes leading to their authorisation and implementation.

This course allows students the opportunity to deploy the knowledge they have gained in the taught courses on the LLM Energy and Environmental Law with Professional Skills programme in intensive exercises designed to develop their professional skills.  It aims to provide students with an insight into specific processes which form the practical context for the legal and regulatory knowledge and skills gained during the taught courses. It also informs them about how the environmental regulatory context affects the planning of projects and the conduct of processes leading to their authorisation and implementation.

This course is the professional skills element of the LLM in International Trade Law and Treaty Negotiation Programme and is taught over two weeks after a preparatory week in summer. It is a highly practical and interactive course that aims to equip students with the practical skills necessary to successfully negotiate international trade agreements. The knowledge and skills acquired on this course are suitable for positions in government, finance, international organisations, business and industry associations operating in or affected by international trade and NGOs concerned with international trade. 

Between May and mid-August students prepare a 10,000 word dissertation on a topic of their choice related to their specialist LLM programme. Students are instructed through the delivery of a preparatory lecture, two supervisory meetings and a programme specific support session. Students are expected to spend considerable time on independent research throughout the course of the dissertation module, including; preparation of dissertation plan, amendment of plan in accordance with supervisory comments, preparation for the support session, and, of course, in the final 10,000 word dissertation itself.

This is the Aberdeen block of the North Sea Energy Law Programme (NSELP) and can only be taken by students on the NSELP programme. 

This course is a year-long (two semesters) course that provides a broad range substantive, methodological, and professional training for first year PGR students. The teaching goal of the course is to provide first-year PGR students with a range of educational materials and training experiences to better enable successful outcomes in their PGR program.

This course is a year-long (two semesters) course that provides a broad range substantive, methodological, and professional training for second year PGR students. The teaching goal of the course is to provide second-year PGR students with a range of educational materials and training experiences to better enable successful outcomes in their PGR program. In particular, this course build on the prerequisite course by expanding into the skills necessary for presenting at Research Conferences, for large hall presentations, and for public testimony at legislative or ministerial events.

This course is a year-long (two semesters) course that provides a broad range substantive, methodological, and professional training for third year PGR students. The teaching goal of the course is to provide third-year PGR students with a range of educational materials and training experiences to better enable successful outcomes in their PGR program. In particular, this course builds on the first two year’s worth of training to focus on intensive viva skills, interview skills, and job search skills.

This course will discuss the trajectory of the development of corporate governance over the past three decades, especially in the UK and the US, with a view to understanding the extent to which underlying theoretical assumptions and policy decisions impact legislative, regulatory and self-regulatory arrangements as well as reform options. Students will gain an understanding of why the company as a legal entity has the shape and form that it does; why certain actors are regarded as internal to corporate governance arrangements and others external; and why ongoing (and sometimes apparently futile) reform efforts take the form that they do.