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 broken into two (2) equal parts, each made up of six (6) classes. The first part deals with corporate governance and the relationship between the various stakeholders within the corporation. The second part deals with mergers & acquisitions. The first two (2) classes of the entire course are held online and they serve to ensure incoming students, whatever their backgrounds and previous areas of study, start with a shared base of knowledge on corporate law and governance. Following the attendance of these two (2) online classes, students shall be requested to fill in an exit quiz (which does not form part of their final grade).
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
Mergers
Takeovers
Labor protection in M&A
Hostile takeovers (incl takeover defenses)
Pre-deal documentation
Share purchase agreements
Lecturer:
Asst. Prof. Pavlos Masouros - Course Coordinator
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.
Achievement levels
The following achievement levels apply with regard to the course:
Knowledge and comprehension:
Identifying the differences between corporate law and governance in the European and Anglo-American jurisdictions.
Assessing the interaction between contracts law, securities law, labour law and other fields of the law (e.g. data protection) with corporate law and governance.
Application:Identifying critical issues in real-life transactional documents that affects the interests of the party to the transactions that is being advised.
Revising real-life transactional documents in the framework of negotiations.
Designing corporate governance schemes aimed at improving incentives of the stakeholders within a corporation.
Outlining the steps required to be followed in several types of corporate transactions.
Analysis:Engaging in contracts law analysis of M&A documents.
Identifying key concerns in corporate deals.
Presentation:Explaining transactional strategies to clients through .ppt presentations through the group presentations of the M&A cases.
Drafting client’s memorandum through the assignments that students are to hand in mid-term
Mode of Instruction:
Students are expected then to attend 12 interactive seminars (36 contact hours in total). 10 seminars are live; 2 seminars are held online.
Assessment Method(s):
- • Final ANS exam: 100% of the final grade
Reading List:
CAP - Understanding Corporate Law, Authors: Arthur R. Pinto. Carolina Academic Press (cap-press.com) (note this link is for the 6th edition 2023, you are required to buy the latest edition should there be one in 2024.)
**Disclaimer:
Currently these pages are being updated to reflect the courses for 2023 - 2024. Until these pages are fixed as per 1 September 2023 no rights can be claimed from the information which is currently contained within. Should there be any future extenuating circumstances 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 2023 may only be done with the approval and consent of the Faculty Board and Programme Director.