This course is designed to constitute a comparative study of major areas of the corporate laws of the United States, the European Union, and a selection of European countries (United Kingdom, France, Germany and the Netherlands). The purpose of the course is to discuss and evaluate the policy choices that are available to legislators and judges when dealing with certain central issues of corporate law. Company and legal persons are studied from a comparative law perspective, in which students are reminded of the basic governance features of the corporation. The aim is to critically evaluate the different ways in which corporate governance and company law mechanisms 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. Each of the instruments will be legally addressed as well as economically assessed via a SWOT analysis (Strengths, Weaknesses, Opportunities and Threats).
Prerequisite: Corporations or Corporations and Business Entities.