Slide background

Globalization raises
governance issues in a
world in which companies
can increasingly choose
the laws by which they
shall be governed.

Module Corporate Law

About

The subject Corporate Law provides a comprehensive understanding of comparative corporate law and the interface of different corporate law regimes for corporate entities that operate globally, list their shares on exchanges in different jurisdictions, and engage in cross-border mergers and acquisitions. You will familiarize yourself with core features of selected domestic corporate law regimes and their effects on cross-border corporate activities. You will study and research core areas of corporate law, including corporate governance, corporate finance, and major corporate transactions on a comparative basis. Corporate law is domestic law with substantial differences across jurisdictions. The absence of international standardized or harmonized corporate law – European Law being a partial exception – means that multinational corporations are governed by a multiple of corporate laws. There has been some standardization of securities law under the auspices of the International Organization of Securities Commissions (IOSCO), but little conformity of rules governing mergers and acquisitions across state lines (again, with the exception of the EU).

Resources and Teaching Approach

Resources include selected readings, cases and statutory law from different jurisdictions, as well as video lectures by leading practitioners and scholars. The materials will be analyzed and discussed in small teams of students, on the class online discussion board, and in chats with your subject coordinators. Teams of students will then negotiate and draft a cross-border merger agreement. This intense process will give you the opportunity to improve your team working skills and offer a realistic intercultural experience.

Subjects covered

  • Introduction, Comparative Corporate Law and Governance
  • Formation and Capital Structure
  • Management and Governance – Basic Principles
  • Managerial Powers and Goal Compliance
  • Shareholders – Basic Rights
  • Minority Shareholder Rights
  • Shareholder Rights in Closely Held Corporations (Limited Liability Companies)
  • Creditors and Corporate Governance
  • Employees and Corporate Governance
  • Business Combinations
  • Hostile Transactions
  • Other Fundamental Changes
  • State Owned Enterprises
  • Multinational Corporations
  • Drafting a Corporate Charter/Bylaws
  • Drafting a Code of Conduct for Multinational Corporations

Video Lecturers

  • Professor Afra AFSHARIPOUR (University of California, Davis, California, United States): Mergers and Acquisitions – Lessons from India
  • Professor Dr. GUO Li (Peking University of Law, Peking, China): Chinese Company Law
  • Adjunct Professor Zehra KAVAME (Fordham University, New York, United States): Accounting
  • Dr. Delphine NOUGAYRÈDE (Columbia University, New York, United States): The International Mobility of Companies
  • Professor Mariana PARGENDLER (FGV Law School, Sao Paolo, Brazil): State Ownership and Corporate Governance
  • Professor Dr. Katharina PISTOR, LL.M. (Columbia University, New York, United States): The Corporation in Historical and Comparative Perspective
  • Dr. Matthias PITKOWITZ (Cravath, Swayne & Moore, New York, United States): Minority Shareholders Rights
  • Professor Dr. Mathias SIEMS (Durham Law School, Durham, United Kingdom): A Case-Based Approach to Comparative Company Law
  • Dr. Shann TURNBULL, MBA (International Institute for Self-Governance, Sydney, Australia): Introduction to the Practices, Science, and Art of Designing Corporate Charters
  • Professor Dr. Erik VERMEULEN (Tilburg University and Tilburg Law and Economics Center (TILEC), Tilburg, The Netherlands): Management and Corporate Governance: Basic Principles