Anatomy of Corporate Law


Course Objective

This course aims to highlight the economic logic of corporate law.
Business corporations, in any jurisdiction, share five basic legal
characteristics: legal personality, limited liability, transferable
shares, delegated management under a board structure and investor
ownership. Corporate law everywhere must provide for them. In this
course, we explore the role of corporate law in minimizing agency
problems – and thus, making the corporate form practible – in the most
important categories of corporate actions. We address seven categories
of transactions and decisions that involve the corporation, its owners,
its managers and the other parties with whom it deals. We will thus
cover all of the important problems in corporate law.

Course Content

The objective of the course is threefold:
1. Outline the common structure of corporate law across different
jurisdictions as a response to similar legal and economic problems
2. Examine whether and how different institutional and economic settings
justify tailored legal approaches to the regulation of corporations
3. Explore the implications of behavioural economics for corporate law,
particularly in relation to boards and shareholders

Teaching Methods

Plenary classes and presentations

Method of Assessment

Written exam and assignments


Reinier Kraakman and others, The Anatomy of Corporate Law, Oxford, 2009

Target Audience

This course is only open to students of the programme Law, Markets and

General Information

Course Code R_AoCL
Credits 6 EC
Period P1
Course Level 500
Language of Tuition English
Faculty Faculty of Law
Course Coordinator prof. dr. J.L. Smeehuijzen
Examiner prof. dr. J.L. Smeehuijzen
Teaching Staff prof. dr. J.L. Smeehuijzen

Practical Information

You need to register for this course yourself

Teaching Methods Seminar, Lecture