Dr Carsten Gerner Beuerle NAB 5.08

This course is available on the MSc in Law and Accounting, MSc in Regulation, MSc in Regulation (Research), Master of Laws and Master of Laws (extended part-time study). This course is available with permission as an outside option to students on other programmes where regulations permit.

This course is capped at 30 students (or two groups of 30 students each, i.e. 60 students depending on demand). LLM Specialisms This course will be relevant to the following LLM specialisms: Corporate and/or Commercial Law; Corporate and Securities Law; International Business Law.

Students should either have studied company law at undergraduate level or take LL4CF UK Corporate Law concurrently.

This course will examine topical issues of corporate law on a comparative basis. It does not intend to present a comprehensive overview of the corporate law of any particular jurisdiction, nor does it constitute a self-contained introduction to corporate law. Rather, we will identify economic conflicts created by the use of the corporate form, notably agency problems between shareholders, the management, and other corporate actors, and discuss solutions to these conflicts developed by different jurisdictions and legal traditions. We will draw on, and compare, three of the most important legal traditions of the world: common law, the German legal tradition, and the French legal tradition. We will analyse the relevant statutory provisions and case law of German and French company law and make references to US and UK law, but we will not examine the latter two jurisdictions in any level of detail. The course will then assess the comparative effectiveness of the solutions found in the jurisdictions analysed. We will generally engage in a qualitative evaluation of the advantages and disadvantages of the different regulatory strategies, but we will also refer to quantitative studies in the literature that examine the correlation between regulatory approaches and financial variables such as the cost of capital of a business. Finally, the course will attempt to identify the determinants of corporate law, discuss general trends and trajectories, and explore concepts such as legal origins and path dependence. Topics include: • Comparative methods in company law; the economic structure of the corporation in comparative perspective • Types of business association in different legal families and their formation • Financing the corporation in different jurisdictions • Board structure and allocation of decision rights within the corporation; minority protection • The managerial agency problem I: duty of care and the business judgment rule • The managerial agency problem II: related-party transactions and corporate opportunities • Strategies to address the agency problem between the company and the creditors: duties, exceptions to limited liability, and insolvency law • Determinants of corporate law, trajectories and trends; legal origins

20 hours of seminars in the MT.

All students are expected to produce one 2,000 word formative essay during the course.

Indicative reading
A Cahn and D C Donald, Comparative company law: text and cases on the laws governing corporations in Germany, the UK and the USA, Cambridge University Press 2010; F Dornseifer, Corporate Business Forms in Europe, Sweet & Maxwell 2005; K J Hopt and E Wymeersch (eds), Capital Markets and Company Law, Oxford University Press 2003; K J Hopt et al (eds), Comparative Corporate Governance, Oxford University Press 1998; R Kraakman et al (eds), The Anatomy of Corporate Law. A Comparative and Functional Approach, 2nd ed, Oxford University Press 2009; P Mäntysaari, Comparative Corporate Governance, Springer 2005; J J du Plessis et al, German Corporate Governance in International and European Context, Springer 2012; M M Siems and D Cabrelli (eds), Comparative Company Law. A Case-Based Approach, Hart 2013; G Wirth, M Arnold, R Morshäuser and M Greene, Corporate Law in Germany, 2nd ed, Beck 2010

Exam (100%, duration: 2 hours) in the main exam period.