European Company Law and Corporate Governance

Credits: 
4
Objectives: 

The course aims to familiarise students with organisational structures of companies in different European countries and provides a legal and economic analysis of different topics of the governance of companies. The students will be introduced to the strong and weak elements of governance of companies in different countries.

The course also aims to discuss the policy choices that are available to legislators and judges when dealing with certain central issues of company law. To that end students will be introduced to the technical legal rules (in the EU company law directives and in national company legislations) which reflect these policy choices.

Contents: 

The course consists of two related parts. The first part is more governance-oriented, the second more focused on technical legal issues.

In the first part the lectures will approach different corporate governance and company law mechanisms that mitigate the conflicts of interests between different kinds of corporate constituents. In particular the conflicts of interests between management and shareholders and the conflicts between majority and minority shareholders will be studied. Mechanisms that mitigate these conflicts are, inter alia, the market for corporate control and takeovers, remuneration schemes, disclosure of information, independent directors, board committees, internal control mechanisms, external audit, empowering shareholders, squeeze-outs, etc. Each of the instruments will be legally addressed as well as economically assessed via a SWOT analysis (Strengths, Weaknesses, Opportunities and Threats).

The topics of the second part of the course will vary from year to year, but evergreens include freedom of establishment of companies in the EU, including the use (or not) of the Societas Europaea (SE); the European system of legal capital versus other means of protecting company creditors; protection and remedies of minority shareholders, with special attention to derivative and class actions. The aim of each lecture is to critically evaluate the different ways in which European countries and the U.S have tackled some of the big issues in company law and corporate governance.

Key words: 
Company law, corporate governance, legal and economic analysis, comparative analysis
Faculty members: