American Company Law

2019-2020

Course Objective

The purpose of this course is twofold. First, it aims to acquaint the
student with the company law of a jurisdiction that is highly relevant
for Dutch practicioners. Secondly, it fosters the students ability to
write and discuss in English.

TThe goals of the class are both doctrinal and policy oriented.
Regarding doctrine, students will have been exposed to some of the key
decisions and topics relevant to American public companies. In our
policy discussions, we highlight similarities and differences with Dutch
corporate law, so that students can more readily identify unique aspects
of Dutch law. We also challenge the simple view of “shareholder
primacy” that often informs commentary on U.S. corporate law by showing
some of the limits on shareholders’ powers in the U.S.

Course Content

This course covers some core topics in law governing public corporations
in the United States, particularly those (the majority of companies)
that are incorporated in Delaware. We will study the process of
incorporation; shareholders’ rights; the interaction of federal
securities law and state corporate law; directors’ fiduciary duties; and
some emerging trends in the U.S., particularly hedge-fund and social
responsibility shareholder activism.

Teaching Methods

lectures (by an American professor)

Method of Assessment

Take home exam

Literature

Yet to be determined.

General Information

Course Code R_ACLaw
Credits 6 EC
Period P6
Course Level 400
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 Lecture