EUROPEAN COMPANY LAW
Academic year and teacher
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- Versione italiana
- Academic year
- 2017/2018
- Teacher
- MAGDALENA ELISABETH DE LEEUW
- Credits
- 6
- Didactic period
- Secondo Semestre
- SSD
- IUS/04
Training objectives
- Main acquired knowledge: The course on European company law aims to provide students with knowledge and understanding of the legal measures adopted in this field by the European Union institutions. Besides a detailed study of the EU harmonisation programme, with its numerous directives and regulations, the case law of the ECJ in the field of free movement of companies will be analysed. In respect of those topics that have not been harmonised, the course will use examples from national company law of the Member States. After completion of this course students will have a good knowledge and understanding of the entire EU harmonisation programme and of the case law of the ECJ in the field of company law.
Main acquired abilities:
After completion of this course students will have learned how to interpret EU directives and regulations. They will further be able to critically analyse case law and comment upon it. Class discussions will improve their English-oral skills. Prerequisites
- There are no particular requirements to participate in this course.
However, the course "Introduction to EU law" is highly recommended to those foreign students who lack any knowledge of the foundations of EU law. Course programme
- As an introduction, attention shall be paid to the general characteristics of business organisations (e.g. partnerships, public companies and private companies) and the main differences between those organisations in Europe. Next, the following issues will be examined: I) the EU’s harmonisation programme, with a discussion of the relevant directives (disclosure, capital, mergers, cross-border mergers, annual accounts etc.); (II) the creation of EU business organisations including the European Company and the European Cooperative Society. (III) the case-law of the Court of Justice on the right of establishment for companies and legal entities (e.g. Centros, Uberseering, Cartesio and Vale judgment). The course will also place specific emphasis on current issues such as corporate mobility for national companies and the development of groups of companies (in the context of the Commission’s reflection on the future of European company law).
Didactic methods
- Besides traditional lectures in which the basics of EU company law are explained (28 hours), the course will provide for seminars (12 hours). Seminars have as their objective to deepen the student’s knowledge in particular areas of EU company law as well as to develop further their analytical skills by reading case-law and solving (invented) case studies. There is also time for class discussion, which will enhance the student’s oral skills.
Learning assessment procedures
- The course is concluded with an oral examination. The examination aims to verify the student’s acquired knowledge and understanding of the main topics of EU company law, and to evaluate the student’s capacity to solve legal problems in this area of law.
Reference texts
- The prescribed literature is the same for students who follow classes and those who don't. The prescribed literature is taken from different sources, among which legal leading EU company law manuals, journal articles and EU official documents and policy papers.
Manuals that are used for compiling the prescribed literature:
- A. Dorresteijn, T. Monteiro C. Teichman, E. Werlauff, European Corporate Law, 2nd ed., 2009, Wolters Kluwer;
- G-J Vossenstein, Modernizing European Company Law and Corporate Governance, 2010, Wolters Kluwer;
- S. Grundmann, European Company Law. Organisation, Finance and Capital markets, 2012 (2nd edition).
The slides of the course shall be made available to the students, as well as other additional material (e.g. case law). On request the lecturer shall provide suggestions for further reading.
