Course ObjectiveThe 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 ContentThis 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 Methodslectures (by an American professor)
Method of AssessmentTake home exam
LiteratureYet to be determined.
|Language of Tuition||English|
|Faculty||Faculty of Law|
|Course Coordinator||prof. dr. J.L. Smeehuijzen|
|Examiner||prof. dr. J.L. Smeehuijzen|
prof. dr. J.L. Smeehuijzen
You need to register for this course yourself