Comparative Corporate Law

2018/2019

Учебный год

ENG

Обучение ведется на английском языке

2

Кредиты

Кто читает:

Департамент частного права (Факультет права)

Статус:

Курс по выбору

Когда читается:

1-й курс, 4 модуль

Преподаватель

Чеховская Светлана Алексеевна

Course Syllabus

Abstract

The aim of the course “Comparative Corporate Law” is designed to introduce students with a basic understanding of comparative corporation law to the fundamental and some advanced topics in this law, to critically discuss and debate the methodology of comparative legal research in corporate law, and in particular to acquire the research skills necessary to do self-conscious comparative legal research. This course examines a selection of company law topics in comparative context, drawing in particular on the laws of the UK, continental Europe (France, Germany) and the United States (in particular, Delaware).The approach taken is both functional and comparative, looking at a series of core problems with which any system of corporate law must deal, and analyzing, from a functional perspective, the solutions adopted by the systems in question.

Learning Objectives

• investigating actual corporate law problems and analyzing of different approaches to these problems solutions in Russia and foreign countries;
• providing students with opportunities to realize the aims of this course through the deployment of seminar presentations and discussions.

Expected Learning Outcomes

• Knowledge of: concepts of comparative corporate law; current regulatory principles and reform issues in selected common law and civil law jurisdictions, taking into account both international and European developments most important institutions of the corporate law such as corporate governance, shareholder rights and their protection, judicial reviews on relevant topics.
• Skills and abilities to: deal with the notes and sources of the corporate law; research and analyze the texts of the corporate laws, judicial decisions and scientific works; think systematically in terms of corporate law and its role for different structures and models of corporate governance.
• Students should gain the following competences: to deal with statutory and judicial information (to search, evaluate, range and use the information, necessary for accomplishment of scientific and professional tasks); to carry out the academic, educational and practical professional activities in the corporate law; to use the juridical, comparative and other specific methods; to recognize, analyse and think about solutions for legal problems in the sphere of the corporate law.

Course Contents

• Corporate Law Theory.
• Comparative Approach to Corporate Law. Why Study Comparative Corporate Law.
• Comparative Corporate Law and Legal Families, Convergence of Corporate Law.
• Freedom of Incorporation. A Regulatory Competition. Limitations on Limited Liability. Piercing the Corporate Veil.
• Corporate Governance. Corporate Governance Models. Composition of the Board of Directors. Powers of Directors vs. Shareholders.
• Central role of management/board. The Shareholder collective action problem and Evolution of Institutional Investor Voice. Role of Incorporation statute and of fiduciary duty.

Assessment Elements

• There will be a take home final paper given at the end of the course
• Class group review exercise (presentations) and сlass participation

Interim Assessment

• Interim assessment (4 module)
  0.5 * Class group review exercise (presentations) and сlass participation + 0.5 * There will be a take home final paper given at the end of the course

Bibliography

Recommended Core Bibliography

• Cahn, A., & Donald, D. C. (2010). Comparative Company Law : Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA. Cambridge: Cambridge eText. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=324117
• Carsten Gerner-Beuerle, & Michael Anderson Schillig. (2019). Comparative Company Law. Oxford: OUP Oxford. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=2227470

Recommended Additional Bibliography

• Andenas,Mads, & Wooldridge,Frank. (2012). European Comparative Company Law. Cambridge University Press. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsrep&AN=edsrep.b.cup.cbooks.9781107407640