EUROPEAN COMPANY LAW
Academic year and teacher
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- Versione italiana
- Academic year
- 2022/2023
- 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. 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. Topics that have not been harmonised shall be discussed through the company law of a selection of 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 on various topics 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 students who lack any knowledge of the foundations of EU law.
Course programme
- The course starts with a brief introduction of the general characteristics of business organisations (e.g. partnerships, public companies and private companies) and the main differences between them. The course will focus on the following issues: the EU’s harmonisation programme, which includes a thorough discussion of the relevant directives (disclosure, capital, mergers, cross-border mergers, annual accounts etc.); the creation of EU business organisations including the European Company and the European Cooperative Society; the case-law of the Court of Justice on the right of establishment for companies and legal entities (e.g. Centros, Uberseering, Cartesio, Vale etc.). The course will also place specific emphasis on current issues, such as corporate mobility for national companies and the development of groups of companies.
Didactic methods
- This course will be delivered through lectures and seminars totaling 40 hours during spring term. In the lectures the basics of EU company law will be explained (28 hours). Probably, the course will be a combination of classroom teaching and streaming. Seminars have as their objective to deepen students' knowledge in 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 students' oral skills.
Learning assessment procedures
- The course is assessed through an oral examination. The examination aims to verify students' acquired knowledge and understanding of the main topics of EU company law.
Reference texts
- The course program is the same for attending and non-attending students. Non- attending students should contact the lecturer before starting their studies by sending an email to: dlwmdl@unife.it.
The prescribed literature is taken from different sources among them are EU company law manuals, journal articles and EU official documents/policy papers.
There is one obligatory textbook:
Nicola de Luca, 'European Company Law. Text, Cases and Materials', Cambridge University Press, 2017.
The slides of the course will be uploaded on the website of the course (google classroom), as well as other additional material (e.g. case law, documents etc.). On request the lecturer shall provide suggestions for further reading.
