European Company Law
Full course description
Central aim of the Bachelor Course European Company Law (European Law School) is to introduce participants into the basics of company law in the European Union. The first challenge (chapter 1) is to get acquainted with basic features of what ‘business conduct’ precisely is about. It all starts with perceiving which business ‘formats’ (i.e. the sole trader, partnerships and company types) may serve entrepreneurs’ interests best.
The second challenge is to understand some specific topics of company law from a comparative angle. Correspondingly, some attention will be devoted to the law of France, Germany, England, and the Netherlands. In chapter 2 the students will deal with company formation and incorporation, including the pre-incorporation stage of limited liability companies and company nullity. Chapter 3 is all about capital protection in a narrow sense: the substantive requirement of a reasonable amount of money owned by the company. In chapter 4 internal matters of the company are dealt with: the powers of the management board, the supervisory board and the general meeting of shareholders. The question arises what happens when things go wrong within the company. This question will be dealt with in chapter 5: duties and liabilities of the board of directors and the general meeting of shareholders. In chapter 6 extra-ordinary company transactions will be dealt with, such as mergers, divisions and liquidation procedures.
The third challenge is to understand cross-border business conduct and the freedom of establishment throughout the European Union (i.e. mutual recognition of companies and the possibility of cross-border company seat transfers).
The final chapter furthermore sheds light on current developments and trends at EU-level, in particular business formats that are not creatures of national Member State laws (Societas Europaea, Societas unius Personae).
- The first goal is to get acquainted with the principles and basic features of the substance of company law, from a legal point of view.
- The second goal for students lies in the need to understand the close relation between national company law on one hand and European company law on the other. Starting point is national company law of the Netherlands, Germany and France (Civil Law oriented concepts) and the United Kingdom (Common Law oriented concept.
- The third goal is to get a grip on the specific features of Company Law from a European perspective. The course requires from participants that they do not only concentrate on the framework of, inasmuch it does exist, European law but also of the use of tools and methods taken from other legal disciplines such as private international law concerning the status of foreign companies (i.e. the real seat theory and the incorporation theory).
Basic knowledge of EU institutional law.
- A. Dorresteijn a.o., European Corporate law, Kluwer law international 2017 will be used as handbook.
Please note that not all chapters of this book will be used and whether or not you buy this book is up to you. Five copies of this book are available for copying in the Learning and Resource Centre of the University Library. In the course book can find for each week of this course the parts of the book that will be used.
- Probably the Maastricht Collection Selected National, European and International Provisions from Public and Private Law (ed. N. Kornet/ S. Hardt), Europa Law Publishing fourth edition, 2019 will be used.
- However, it might happen that a legislative reader will be developed.