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 and governance in theory and practice. The course is classified into two (2) parts.
1st part: The Corporate Form and “Normal” Governance
The first part of the course discusses the main areas within corporate structure and life that are regulated by law: shareholder rights (incl. minority protection), fiduciary duties, related-party transactions, corporate litigation and shareholders’ agreements. Class discussion focuses on principles/structures of corporate law applicable in any major legal system, however, examples are offered by the EU Company Law Directives (with references to national corporate law, when required) and by Delaware General Corporation Law and Delaware case law. Students shall have to hand-in two (2) client’s memoranda within reasonable time after the conclusion of this part: one (1) such memorandum shall be an individual exercise and the other one (1) a group assignment. The memoranda shall test students’ knowledge and understanding of the key issues discussed during the 1st part of the course.
2nd part: Mergers & Acquisitions
This part is intended to give students exposure to the practical aspects of corporate law by analyzing ‘real-life’ M&A transactional documents.
The second part starts with introductory classes on contract, corporate and securities law issues relevant to mergers and acquisitions of large companies, mainly public. Then discussion moves to confidentiality agreements, letters of intent, legal due diligence and negotiating key provisions of an acquisition agreement, such as representations, "deal protection devices", closing conditions, walk-away rights and related penalties and deal financing. This part shall be based around case studies of several actual transactions in the US. Students shall be making in-class group presentations of such cases discussing what went wrong in the transactions and how things could have done differently by the parties’ lawyers.
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 should as a prerequisite for the course attend a 2-class pre-introductory recorded webinar on basic concepts of corporate governance and corporate finance. This is developed to ensure incoming students, whatever their backgrounds and previous areas of study, start with a shared base of knowledge on corporate law and governance.
Students are expected then to attend 16 interactive seminars (36 contact hours in total).
In five (5) of the classes groups of students make a .ppt presentation on an M&A case discussing what went wrong and what should lawyers to the transacting parties had to do differently to avoid the complications. The presentations shall lead to class-wide discussions on the cases presented ensuring engagement by all students.
Assessment Method(s):
Client’s memorandum (individual assignment): 20%
Client’s memorandum (group assignment): 20%
Oral presentation (in groups): 10%
Exit assessment (8-hour take-home): 50%
Reading List:
To Be Advised
Excerpts from:
Reinier Kraakman et al., The Anatomy of Corporate Law: A Comparative and Functional Approach (Third Edition), 2017, OXFORD UNIVERSITY PRESS
Arthur Pinto & Douglas Branson, Understanding Corporate Law, Fifth Edition (2018), CAROLINA ACADEMIC PRESS
Stephen Bainbridge, Corporate Law (2015), Conceps & Insights Series, FOUNDATION PRESS
Claire Hill et al., Mergers and Acquisitions: Law, Theory, and Practice (American Casebook Series), 2nd edition, WEST ACADEMIC PUBLISHING
Disclaimer: This course has been updated to the best of our knowledge at the current time of publishing. Due to the Covid-19 pandemic and the fluctuating changes in lock down regulations all information contained within this course description are subject to change up to 1 September 2020.
Due to the uncertainty of the Covid-19 virus after 1 September 2020, changes to the course description can only be made in the event of strict necessity and only in the circumstances where the interests of the students are not impinged. Should there be a need for any change during the duration of the course, this will be informed to all students on a timely basis and will not be to the prejudice of students. Modifications after 1 September 2020 may only be done with the approval and consent of the Faculty Board.