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European and International Corporate and Financial Law


European and International Corporate and Financial Law

The course is addressed to students that have followed at least one course in Business Organizations Law in their undergraduate studies and wish to deepen their knowledge about corporate law in practice. Students are expected to be familiar through their undergraduate studies with basic concepts of contract law, civil procedure and securities regulation (or at least a general overview of how capital markets work).

The course is made up of twelve (12) three-hour, interactive, classes. There are two (2) additional recorded online classes, one before the start of the course and one around the middle of the course, which students are expected to attend; for each of such recorded classes students fill in an exit quiz online. These recorded classes merely serve to introduce students into some basic concepts/terms that are useful to better follow the live classes ahead. The exit quizzes related to such recorded online classes do not form part of a student’s assessment.
The approach to the matters discussed is practical and students will be dealing with transactional documents from corporate practice throughout the course. Students are expected to actively participate during in-class discussion.
Matters covered are as follows:

  • Shareholder rights (incl. minority protection)

  • Share capital increases

  • Duties of officers and directors (fiduciary duties, civil law obligations)

  • Related-party transactions (corporate groups)

  • Corporate litigation (incl liability lawsuits, rescission lawsuits, etc.)

  • Shareholders’ agreements

  • Bond loan agreements

  • Mergers, acquisitions and spin-offs

  • Labor protection in M&A

  • Hostile takeovers (incl takeover defenses)

  • Pre-deal documentation

  • Share purchase agreements

Course Objectives:

The primary objective of this course is to help students think beyond ‘black letter law’ in the field of corporate law and governance. This shall help students apply, going forward, the ‘law & economics’ or ‘law & finance’ approach to matters of corporate law and be able to discuss other related fields of the law (e.g. contracts law, securities law) in an interdisciplinary way. Apart from acquiring this different analytical skills re: corporate law, students shall develop practical, ‘hands-on’, skills in dealing with corporate transactions as practitioners and shall stand ready to apply directly implementable knowledge in their professional life after graduation.

Assessment Method(s):

  • Exit assessment (8-hour take-home): 100%

Reading List:
To be advised approx. one (1) month before the start of the course.

Currently these pages are being updated to reflect the courses for 2022 - 2023. Until these pages are fixed as per 1 September 2022 no rights can be claimed from the information which is currently contained within. Should there be any future changes of the Covid 19 virus which may impinge our teaching and assessment, these could necessitate modification of the course descriptions after 1 September. This will only happen in the event of strict necessity and the interests of the students will be taken into account. Should there be a need for any change during the course, this will be informed to all students on a timely basis. Modifications after 1 September 2022 may only be done with the approval and consent of the Faculty Board and Programme Director..