International Company Law

2019-2020
Dit vak wordt in het Engels aangeboden. Omschrijvingen kunnen daardoor mogelijk alleen in het Engels worden weergegeven.

Doel vak

This course is for masters students of the International Business Law
Programme.

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 many sometimes even 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
globalisation has led to 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 of the
United Kingdom (England), Germany, and the Netherlands. We will also
see how the EU has sought to harmonize aspects of company law and
whether this was successful. We will discuss elements of US company law
as well.

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.

Inhoud vak

International Company Law is taught to gain and deepen insight,
knowledge and understanding about the law that governances companies,
including to an extent securities laws. It studies and explains the
differences in
legal approaches to core aspects of company regulation in different
jurisdictions. The focus is on the key elements of corporate law such
as company structure, powers and duties of directors, board structures,
shareholder rights, liabilities, group structures and take-over
regulation. We will compare the legal systems of the United Kingdom,
Germany, and the Netherlands.

Key topics and course overview:
1. Introduction (comparative law, basics approaches to company law,
European company law)
2. The duties and responsibilities of boards and directors; board
structures
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

Onderwijsvorm

Lectures every week, by distinguished lecturers.

An additional guest lecture may be scheduled.

Toetsvorm

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.

Literatuur

The Anatomy of Corporate Law. A Comparative and Functional Approach,
Kraakman, R., et al., 3rd Edition.

Other literature published on Canvas

Doelgroep

The course is intended for master students of the Internal Business Law
Programme only.

Overige informatie

English language courses, literature, assignments and examination.

Aanbevolen voorkennis

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

Algemene informatie

Vakcode R_Int.comp.l
Studiepunten 6 EC
Periode P1
Vakniveau 400
Onderwijstaal Engels
Faculteit Faculteit der Rechtsgeleerdheid
Vakcoördinator mr. C.H.C. Overes
Examinator mr. C.H.C. Overes
Docenten prof. mr. S.H.M.A. Dumoulin
mr. dr. B.H.A. van Leeuwen
prof. mr. W.J.M. van Veen

Praktische informatie

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