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Comparative Corporate Law

Vak
2019-2020

Admission requirements

  • Background in law

  • Sufficient command of English

Description

The main theme of the "Comparative Corporate Law" course is doing business in a global world. It covers the rights and duties of key organs within companies, including the board of directors, shareholders, and creditors, as well as the conflicts that arise among them. The course has an international and comparative perspective which allows students to become acquainted with key corporate rules and regulations of major jurisdictions on continental Europe and in the Anglo-American world. The course also addresses major expansion strategies such as different types of mergers, acquisitions and conversions and the legal framework of these strategies. Students gain an understanding of the different policy challenges legislators are facing in these jurisdiction, issuing mainly from the size of the firms and their ownership structure. Thus, the effects of regulatory competition and corporate mobility in the field of corporate law inside the EU are also touched upon, enabling students to understand the extent to which legal convergence has been achieved.

Students will deepen their knowledge in the areas of corporate law that are chosen for comparative analysis, while students with no prior background in corporate law will gain insight into fundamental regulatory issues in corporate law, including: the duties and liabilities of directors, the powers of the shareholders’ general meeting vis-à-vis the powers of the management bodies (incl. principles of decision-making), minority shareholders’ protection, fundamental changes in the relationship among participants of the firm through mergers and acquisitions and cross-border corporate mobility in the EU/EEA.

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 the U.S.A. Within this context, the course aims to provide students with an understanding of the sources, nature and application of corporate law.

Achievement levels

  • Familiarity with the sources and purposes of corporate law and corporate governance;

  • A critical understanding of the actors in the corporate governance framework of a corporation and how corporate law regulates the conflicts between management and shareholders, between dominant shareholders and minority shareholders and between shareholders and stakeholders;

  • A clear understanding of the position of shareholders in different situations, their rights and the ability to reflect upon this;

  • Awareness of the various board structures and how they manifest in different jurisdictions;

  • A sound grasp of directors’ duties and tools to minimize risks related to business decisions, including D&O insurance and indemnities;

  • An understanding of the changing nature of director’s duties in financially distressed companies;

  • A general understanding of the basic acquisition structures (stock purchase, merger and asset purchase) mergers;

  • Explain and illustrate how the main forms of corporate mobility function in the EU/EEA and its ramifications;

  • An understanding of the differences between the regulatory philosophy and core principles of corporate law in continental Europe and the Anglo-American world.

Timetable

The timetable of this course can be found in uSis.

Mode of instruction

Lectures and tutorials

  • Lecturers: D.T.C. Jacobs, LLM, M. Mannan, LLM; S. Yntema, LLM

  • Number: 7 two-hour lectures and 3 working group sessions/seminars

  • Required preparation by students: Complete assigned reading and seminar assignments

Assessment method

Examination form(s)

  • Written exam (100%).
    If only a few of you fail the written exam at the first attempt, the retake of the written exam may be an oral exam. In that case, you 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.

Regulation retake passed exams In this course it is possible to retake an exam that has been passed (cf. art. 4.1.8.1 and further of the Course and Examination Regulations), on the condition that this course is included in the compulsory components of the degree programme. Students who have passed the exam may retake the final written assessment (test) of the course. Please contact the Student Administration Office (OIC) for more information.

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 class 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.
Exchange students have priority and will be registered for the course first. Any remaining seats will be available for students from Leiden University and other Dutch Universities.

Contact information

  • Co-ordinator: S. Yntema, LLM

  • Work address: Company Law Department

  • Contact information: see below

  • Telephone number: 071 527 6287

  • Email: CCL@law.leidenuniv.nl

Institution/division

  • Institute: Private Law

  • Department: Company Law

  • Room number secretary: B2.43

  • Opening hours: 9.00 – 13.30

  • Telephone number secretary: 071 527 7235

  • Email: ondernemingsrecht@law.leidenuniv.nl