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Prospectus

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European and International Corporate Law

Course
2017-2018

While there is no real international (global) company law, there is a considerable amount of EC company law. The first EC directive harmonizing some aspects of company law was adopted in 1968. This was the first step in a long and still on-going harmonisation process, the result of which is that European Company Law currently controls areas such as formation, disclosure, representation, nullity, capital protection, mergers and accounting. Neighbouring areas covered by European Law include rules on the involvement of employees and on take-overs. European legal vehicles specifically aimed at facilitating the creation and management of companies with a European dimension have been created, namely the European Economic Interest Grouping and the Societas Europaea. The course addresses all of these developments against the background of the primary (Treaty) law on freedom of establishment granted to national companies formed within the European Union.

Co-ordinator

Europa Institute
Steenschuur 25
2311 ES Leiden
Phone: 071-527 7760
Website: www.europainstituut.nl
Sheena Bruce, s.bruce@law.leidenuniv.nl
Phone: +31 (0)71 527 7821

** Lecturer(s): ** Asst. Prof. Pavlos Masouros

Course Description:

The course discusses the fundamental areas of corporate law and governance and how corporate affairs are regulated in the EU Member States through the EU’s Company Law Directives and national laws (company formation, shareholder rights, duties and liability of management, mergers, hostile takeovers, employee protection in business combinations). Comparative inferences are drawn between European corporate laws and US corporate law (Delaware corporate law, federal securities regulation, NYSE rules), particularly in areas, such as corporate litigation, takeovers and independent directors requirements. The regulatory competition arising between Member States of the EU to attract incorporations of new companies is discussed against the background of the freedom of establishment (TFEU) and the shareholder vs. stakeholder value debate.

Course Objectives:

The primary objective of this course is to help students understand the scope of corporate affairs regulated by secondary EU law and the areas of corporate governance still resting within the competence of national laws in the Member States. At the same time students shall become exposed to the basic differences between European (EU + national) corporate laws and US corporate law (with references to Delaware corporate law and federal securities regulation). Through the course students should also become acquainted with current conceptual thinking about the competing policy approaches in regulating the conflicts between the various stakeholders relevant to the corporation (shareholders v. management; shareholders v. labor; shareholders v. creditors; minority shareholders v. dominant shareholder).

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 how approaches to corporate law and governance are shaped by political economy preconditions.
    Application:

  • 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:

  • Analyzing the financial, economic and political reasons of the interjurisdictional differences in corporate law and governance.

  • Evaluating the significance of the reforms currently proposed at the international, EU and national level in the corporate field.
    Presentation:

  • Drafting practical advice to complex corporate law problems.

Mode of Instruction:

The course comprises of 16 contact hours in interactive lectures. Students shall be classified into ‘panels’ of four-five students at each class, such ‘panels’ featuring the students that will be on-call that day. Having panels of specific students on-call on a certain day guarantees that at least these students will have thoroughly done the readings (which are in any case mandatory to be done by all) and shall, thus, help spurring a class discussion between the instructor and the students. A student not being in a panel on a certain day does not mean that he/she may not be cold-called by the instructor.

Assessment Method(s):

Final exam: 24-hour take-home exam requiring students to draft practical advice to a real-life client’s question (100%)

Reading List:

  • Textbook: Reinier Kraakman et al., The Anatomy of Corporate Law: A Comparative and Functional Approach (Third Edition), 2017, OXFORD UNIVERSITY PRESS

  • Selected excerpts from:

  1. Michael Jensen & William Meckling, Agency Costs and the Theory of the Firm, 3 JOURNAL OF FINANCIAL ECONOMICS 305
  2. Eddy Wymeersch, Current Reform Initiatives: Challenges and Opportunities (Company Law Reform in OECD Countries: A Comparative Outlook of Current Trends) (2000)
  3. Ira Millstein et al., Fiduciary Duties under U.S. Law, in CORPORATE GOVERNANCE AND FIDUCIARY DUTIES (American Bar Association)
  4. Peter Müllbert, A Synthetic View of Different Concepts of Creditor Protection, or: A High-Level Framework for Corporate Creditor Protection, 7 EUROPEAN BUSINESS ORGANIZATION LAW REVIEW 357

Course Materials

  • Course Reader can be downloaded from blackboard

Course requirements

  • Master degree

Application

  • Sheena Bruce, s.bruce@law.leidenuniv.nl – Phone: +31 (0)71 527 7821