Studiegids

nl en

Comparative Corporate Law

Vak 2014-2015

Admission requirements

  • Background in law
  • Sufficient command of English

Description

The course initiates students into the differences between corporate law in continental Europe and corporate law in the Anglo-American world. Students gain an understanding of the different policy challenges legislators are facing in continental Europe and the Anglo-American world, stemming mainly from the size of the firms, their ownership structure and the position of labor within business organizations. The effects of regulatory competition in the field of corporate law inside the EU and inside the US are also analyzed enabling students to understand the extent to which legal convergence has been spurred by such competition.
Students will deepen their knowledge in the areas of corporate law that are chosen for the comparative analysis, while students with no prior background in corporate law will get through the chosen areas an exposure to the fundamental regulatory issues in corporate law, since the areas of comparison are the pillars of corporate law and governance discussion in general. These areas are: duties and liabilities of management, the powers of the general meeting vis-à-vis the powers of the management bodies (incl. principles of decision-making), minority shareholders’ protection, creditor protection (with emphasis on the concept of piercing the corporate veil), and labor rights.

Course objectives
This course seeks to equip students with knowledge and understanding of the differences and similarities of selected issues of corporate law in Europe and Anglo-American countries. Within this context, the course seeks to provide the students an understanding of the sources, nature and application of corporate law and the influence of regulatory competition thereon.

Achievement levels

  • A critical understanding of how corporate law regulates the conflicts between management and shareholders, between dominant shareholders and minority shareholders and between shareholdership and labor.
  • A sound understanding of the creditor protection mechanisms employed by corporate law and the ability to conceptualize the corporate law peculiarity of limited liability.
  • A consciousness of the special status of labor and labor protection within corporate law and an understanding of the differences thereon across jurisdictions.
  • An understanding of the differences between the regulatory philosophy and core principles of corporate law in continental Europe and the Anglo-American world.
  • A sound knowledge of the sources and results of convergence and divergence between the various models of corporate law.

Timetable

The timetable of this course can be found in uSis.

Mode of instruction

Seminars

  • Lecturer: Prof. dr I.S. Wuisman
  • Number: 10 two-hour seminars

  • The course will take place over five weeks with two classes per week. Each lecture lasts two hours and they are interactive. The lecturer will discuss with students the assigned reading materials. Students should read carefully all assigned reading materials and cases. They should actively participate in discussion.

  • Required preparation by students: Preparation of prescribed reading materials

Assessment method

Examination form(s)

  • Written exam (70% final grade) plus one written assignment per student during the course (30% final grade).
    If only a few students fail the written exam at the first attempt, the resit of the written exam may be an oral exam. In that case, students will be informed by the coordinator at least 10 days ahead of the scheduled resit date.
    The course has to be completed within the academic year. Any partial grades for exam or written assignment will be no longer valid after the end of this academic year.

Submission procedures
To be announced in the course information guide and/or on Blackboard.

Areas to be tested within the exam
The course information guide consists of the required reading (literature) for the course and the subjects taught in the seminars and all other instructions which are part of the course.

Blackboard

More information on this course is offered on Blackboard.

Reading list

Obligatory course materials
Literature:

  • The literature list will be included in the course information guide and published on Blackboard.

Course information guide:

  • The course information guide will be published on Blackboard.

Reader:

  • The reader, if any, will be published on Blackboard.

  • Recommended course materials will be published on Blackboard.

Registration

Through uSis

Contact information

  • Co-ordinator: Prof. dr I.S. Wuisman
  • Work address: Company law
  • Contact information: see below
  • Telephone number: 071 527 8871
  • Email: i.s.wuisman@law.leidenuniv.nl

Institution/division

  • Institute: Private Law
  • Department: Company Law
  • Room number secretary: C202
  • Opening hours: 9.00 – 13.30
  • Telephone number secretary: 071 527 7235
  • Email: ondernemingsrecht@law.leidenuniv.nl

Contractonderwijs

Belangstellenden die deze cursus in het kader van contractonderwijs willen volgen (met tentamen), kunnen meer informatie vinden over kosten, inschrijving, voorwaarden, etc. op de website van Juridisch PAO