Comparative Company Law

optional courses

A student who wishes to take this course should have taken some basic courses on private law at his/her home university. The good oral and written command of English is also necessary to pass it successfully.

Classroom

This course examines a selection of company law topics in a comparative context, drawing in particular on the laws of the UK, Germany, France, and the United States. At the beginning of each class, the students will be introduced to definitions and concepts to be considered in depth during the class. This will be followed by a presentation of relevant national rules from different jurisdictions in order to allow for comparison of how different legal systems deal with the same issues. Against this background, the final part of each class will be devoted to discussing comparative advantageousness and effectiveness of the solutions analysed. Participants are expected to contribute to the discussions.

The course is supposed to cover the following issues:

1. Introduction to the Course

2. Introduction to Corporate Law

3. Corporation as Legal Person and Limits of Limited Liability (Piercing the Corporate Veil Doctrine)

4. Introduction to Comparative Company Law

5. The Types of Business Organisations

6. Formation of companies

7. Governing the Corporation (Management, Board of Directors)

8. Governing the Corporation: Shareholders Meetings and Shareholders Resolutions

9. Shareholders Rights (including Minority Shareholders Rights) and their Protection

10. The Company’s Share Capital

11. The Nature of Shares and Classes of Shares

12. M&A (Mergers & Acquisitions)

13. Corporate Groups

Textbooks:

Andenas M., Wooldridge F., European Comparative Company Law, (Cambridge: CUP, 2009)

Ventoruzzo M. ed., Comparative Corporate Law, (St. Paul: West Acad. Publ. 2015)

Cahn A., Donald D.C., Comparative Company Law, 2nd. ed. (Cambridge: CUP, 2018)

R. Kraakman ed. at al., The anatomy of corporate law: a comparative and functional approach, 3rd. ed. (Oxford: OUP, 2017)

Additional readings may be assigned for particular classes.

After finishing this course a student should be able to:

KNOWLEDGE

- define fundamental comparative law terms and company law terms,

- understand key issues and problems to be dealt with by corporate law and the most discussed doctrines (e.g. piercing the corporate veil, business judgment rule)

- present basic rules in force in Germany, England, France and the US on partnerships & company law,

- identify key similarities and differences between company law in civil law jurisdictions and company law in common law jurisdictions,

- discuss perspectives of further unification of company law in the EU;

SKILLS

- apply comparative law method in practice,

- analyse pieces of legislation on company law coming from different jurisdictions

- analyse companies’ charters (articles of association) from different jurisdictions

- choose the appropriate form for conducting particular business (compare different types of business organisations)

- prepare a draft of articles of association (charter of a company)

Assessment will be on the basis of an essay (70%), performance in class (20%), and attendance (10%).

The essay must be on a relevant topic of each student‘s choice, subject to approval by the course instructors.

Length: the essays should be 10-15 pages in length (Times New Roman 12- point front; 1,5 line spacing, default margin settings).

Essays should be sent electronically (file formats: doc, docx, pdf) to osajda@wpia.uw.edu.pl

The following criteria will apply to the assessment of essays submitted: accuracy and comprehensiveness of identification of the research problem, accuracy and comprehensiveness of information on national laws given in sections 2-5, skill in application of the comparative method (structure, comprehensiveness and conclusiveness of comparative argument and conclusions) formal correctness (formatting, citing and proper style of footnotes).

Performance in class:

Active participation means reading the assigned texts and engaging in discussions (answering the questions, presenting a student’s opinions).

Attendance:

Students may miss two units of the course without notifying the course instructor.

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