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LL301: European Company Law

Session: Two
Prerequisites: Introduction to legal methods or equivalent

Dr Carsten Gerner-Beuerle
Mr Edmund-Philipp Schuster

This course will examine the European law aspects of corporate law. We will analyse the harmonised areas of company law, and discuss common features of and variation in national corporate law practices across Europe. We will look at the mechanisms which allow EU companies to move across national borders, choose between different company legal systems, and restructure their business operations.

In that context, we will also analyse the extent to which EU law restricts divergent national practices in company law. The course will look at the relevant Treaty provisions (particularly the right of establishment and free movement of capital), the company law directives regarding company formation, capital, disclosure, and corporate restructuring, as well as the European Company (SE) and its relevance within the internal market. Differences in national corporate governance approaches and the relevant European soft law initiatives in this area will also be covered.

Based on our analysis of the law in this area, we will then discuss the impact of company law harmonisation and choice of law on developments in national company law as well as the relevance of regulatory competition and regulatory arbitrage for the internal market more broadly.

Seminars will cover:

  • EU company law harmonization programme
  • Right of establishment
  • Free movement of capital, in particular “Golden Shares” jurisprudence
  • 1st Company Law Directive: formation and disclosure
  • 2nd Directive and capital structure
  • Domestic and cross-border mergers and divisions (3rd, 6th and 10th Directives)
  • Corporate governance regulation in the EU
  • European company (SE) and European private company (SPE)
  • European takeover regulation
  • State of European company law harmonisation; potential for regulatory competition and regulatory arbitrage

Texts

S Grundmann, European Company Law, 2nd ed, Hart 2012

C Gerner-Beuerle and S Fleet (eds), Gore-Brown on EU Company Law (Jordans Publishing, 2011-2013)

General coverage of EU law, including a discussion of the right of establishment and free movement of capital:

C Barnard, The Substantive Law of the EU: The Four Freedoms, 4th ed, Oxford University Press 2013

D Chalmers, G Davies, and G Monti, European Union Law, 2nd ed, Cambridge University Law, 2010

P Craig and G de Búrca, EU Law: Text, Cases, and Materials, 5th ed, Oxford University Press 2011

Lectures: 36 hours    Classes: 12 hours
Assessment: Written work and one written examination

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