Comparative Company Law
Full course description
The master course Comparative Company Law builds further on earlier acquired knowledge and competencies concerning company law. The topic is approached from a European and comparative perspective. Through this course students will acquire and further develop their knowledge of the basic principles of company law. The differences and similarities between various company law systems of the countries within the European Union will be discussed. Next to that, a comparison will be made, to a certain extent, with company law views and principles at the other side of the Atlantic. A comparison will be made between the Continental and the Common Law approach to company law. The main focus will be on the law of Germany, England, European legislation on the topic and, for some parts, the law of Delaware. Occasionally, depending on the topic, other jurisdictions will be discussed. The main topic of this Master Course concerns questions and problems of Company Law in general and its harmonization within Europe more in particular. The focus will be on the freedom of establishment, cross border company migration, the position of shareholders and workers within limited liability companies, the position and functioning of company groups and the functioning of capital markets, in particular with a view to company takeovers. This course can serve as a foundation for a deepening of knowledge of the internal functioning of limited liability companies which can be acquired in the course Corporate Governance. It allows students to understand the environment in which companies have to operate in a globalizing world and complements courses such as corporate social responsibility allowing students to look at issues regarding stakeholder protection from a company law perspective.
One of the goals is to identify and understand the interaction between federal regulation and (member) state law in the area of company law within the EU as well as in the US and to learn students how to apply various principles underlying company law in various parts of the world to specific cases and compare the various solutions.
The goal of this course is furthermore to further develop knowledge of company law from a European and comparative perspective. Students will study the way in which companies can cross borders and the various differences and similarities between the company law approaches in the legal systems under discussion.
Students will gain insights into the positions of the various relevant corporate stakeholders. These positions and the regulatory approaches to safeguarding these positions are discussed in an interactive manner.
Students will be able to analyse and evaluate various company law solutions provided in different systems, apply them to cases suggesting solutions.
Students will learn how to defend certain positions related to the role of the board, the position of employees, shareholders and other stakeholders in a corporate context.
Students will acquire knowledge with regard to company law systems and the skills to identify company law solutions allowing them to further study national company laws in an autonomous way.
Students are expected to have followed a previous course on company law (either on national or European company law) therefore basic knowledge will be presumed.
Reference list with literature combined with handbooks on European and Comparative company law: A. Cahn and D.C. Donald, Comparative Company Law, Cambridge University Press 2018.