Corporate Law and Regulation

Course goals

At the end of the course, the student will be able:

1. to explain the goal and functions of corporate law and regulation; to understand the legal instruments adopted in corporate law; and to understand the relevance of economic theory for the design of corporate law and regulation;
2. to explain the key features of limited liability corporations and other basic concepts of corporate law; to identify agency relationships within the corporation and explain how the concept of agency problems plays a role in the key features of corporations; to explain and identify key legal strategies adopted in the corporate laws of different jurisdictions to solve agency problems;
3. to describe, explain and apply the main rules of corporate law laid down in European law as well as in selected national European jurisdictions;
4. to describe and explain how agency problems are addressed/legal strategies are adopted in specific topics pertaining to the corporation such as business combinations (takeovers), corporate groups, cross-border migration, securities market, corporate social responsibility and remuneration.  
5. to apply the relevant legal rules and legal principles to solve a simple legal question on the basis of a given new fact pattern (a case), as well as in doing so analyse what aspects of the given facts are relevant and to synthesise legal rules and relevant legal facts to form a conclusion that gives an answer to the legal question posed, being the legal competence “Legal Reasoning” (IRAC);
6. to write an economic-legal analysis upholding academic standards and to present it orally in an academic manner.

Content

The course Corporate Law and Regulation, as part of the “law minor” designed for students of the bachelor's in economics, has the following contents:

1. a general outline of (mainly) European corporate law;
2.  a general outline of the economic theories underpinning corporate law;
3. in-depth knowledge on selected corporate law topics: distribution of powers in a corporation (shareholder rights), position of stakeholders in a corporation (employee rights, creditor rights) the establishment of corporations, business combinations, company migration, corporate social responsibility, financial market law, remuneration of directors.

Academic skills
In this course, the students will acquire basic skills in the field of legal analysis and legal reasoning in relation to business organisations. Furthermore, students will be challenged to conduct research into regulations applicable in a real life case, and critically review how these regulations are adopted (Written Assignment). Students will be requested to present and discuss their research findings in a presentation (Oral Assignment).

Effort requirements
80% attendance in tutorials. Students are expected to master the basic materials individually and to be prepared for active participation during the tutorials. For the Written Assignment and the Oral Assignment, cooperation with at least one fellow-student is mandatory.

Language of instruction
English

Courses that build on this course
•         Law & Economics
•         Master programs related to Commercial Law

In case online access is required for this course and you are not in the position to buy the access code, you are advised to contact the course coordinator for an alternative solution. Please note that access codes are not re-usable meaning that codes from second hand books do not work, as well as access codes from books with a different ISBN. Separate or spare codes are usually not available.