International Company Law

2018-2019

Course Objective

This course is intended for international students as well as for
domestic students of the Law Faculty.

Companies play a quintessential role in all economies worldwide.
Companies are governed by laws and regulations of company law, but also
for instance by certain securities laws and by best practice standards
of good corporate governance. They govern, among others, the internal
structure of the company and groups of companies, directors and
corporate boards, shareholders and the shareholders meeting, and
external reporting and disclosures.

Whilst each jurisdiction has its own set of laws to deal with such
issues as how companies are governed and the role of investors and
employees, there are striking similarities in the approach taken by
different countries in their regulation of companies and corporate
governance. This is because the underlying problems are identical and
globalization has caused regulatory competition and convergence. This
is also important as many companies have a multi-national constituency
and operate across borders.

Company law receives ample and continuous attention of law-makers and
other regulators in all countries, and there is an incessant stream of
new legislation and important legal precedents in this field in every
jurisdiction.

In this course, we will focus on and compare the company laws within the
EU, most notably those in the United Kingdom (England), Germany, and the
Netherlands. We will see how the EU has sought to harmonize aspects of
company law and whether this was successful.

The objective of the course is to gain and deepen the perspective on the
legal structure of companies and company law, and to study and explain
the differences in legal approaches to core aspects of company
regulation.

There will be 7 weekly lectures of 3 hours each. During the first two
hours we will focus on the substantial aspects of the relevant topic for
the week while the final hour will be used for discussion and debate on
the basis of case law and practical examples.

You will be asked to submit a paper on an area of company law of your
choosing, and the course concludes with a written exam.

Course Content

International Company Law is taught to gain and deepen the knowledge and
perspective on company law and studies and explains the differences in
legal approaches to core aspects of company regulation. The focus is on
the EU and its members states the United Kingdom, Germany and the
Netherlands.

Key topics and course overview:
1. Introduction (comparative law, approaches to company law, basics of
the EU regulatory framework and European company law)
2. The duties and responsibilities of boards and directors
3. The rights of shareholders and shareholder meetings
4. Employees, creditors, and stakeholder protection
5. Groups of companies and their structure and regulation
6. Control of companies, including mergers and acquisitions, and public
takeovers
7. Corporate governance and future developments

Teaching Methods

Lectures every week, by distinguished lecturers

An additional guest lecture may be scheduled

Method of Assessment

You will be asked to submit a paper (of ca 3000 words) on an area of
company law of your choosing and you are encouraged to make a comparison
with your own jurisdiction.

Written exam, possibly electronic; re-examinations may be verbal

Literature

European Company Law, A.F.M. Dorresteijn et al, 3rd edition 2017,
European Company Law Series no 5, Wolters Kluwer, ISBN 978-90-411-8593-8
(ca 350 pages text)

Other literature published on Canvas

Target Audience

The course is intended for regular students and for:
Students from other universities and faculties
Exchange students
Contractors (students who pay for one course)

Additional Information

English language courses, literature, assignments and examination.

Recommended background knowledge

Students are expected to have basic knowledge of company law systems in
any jurisdiction; in case of any questions please contact the
coordinator.

General Information

Course Code R_Int.comp.l
Credits 6 EC
Period P1
Course Level 400
Language of Tuition English
Faculty Faculty of Law
Course Coordinator prof. mr. S.H.M.A. Dumoulin
Examiner prof. mr. S.H.M.A. Dumoulin
Teaching Staff prof. mr. S.H.M.A. Dumoulin
mr. dr. B.H.A. van Leeuwen
prof. mr. W.J.M. van Veen

Practical Information

You need to register for this course yourself

Teaching Methods Seminar, Lecture
Target audiences

This course is also available as: