Comparative Company Law & Economics 1: Theory and Structure
Course offered :
- Current semester
- Next semester
Current programmes of study
Course offered by
| Number of credits | 20 |
| Course offered (semester) | Spring. (Exam each semester.) |
| Subject overlap | Combined with JUS355 or JUS359 this course generates no new credits. |
| Schedule | Schedule |
| Reading list | Reading list |
Language of Instruction
English.
Pre-requirements
Three years of law studies. Very good English.
Learning Outcomes
Knowledge and understanding
- Students should have a good knowledge of basic concepts in law & economics and how law & economics can be used as a tool to understand the law, explain the law and enhance the law.
- Students should have detailed knowledge and understanding of the policy reasons involved in European company law, as articulated in case law, policy documents and legal literature.
- Students should have detailed knowledge and understanding of the structure and rules of common European company law, as found in EC legislation and case law, and in relation to conflicts between national laws in relation to international operations.
- Students should have detailed knowledge and understanding of the policy reasons involved in US corporate law, as articulated in case law and legal literature, and especially the Delaware debate.
- Students should have good knowledge and understanding of the different legal techniques in regulating company law/corporate law as well as a fundamental understanding of the difference between civil law, Scandinavian law and common law systems.
Students should, furthermore, have a detailed knowledge and understanding of the following:
- the distinction between public and private companies,
- the state and the regulation of private and public companies respectively,
- the SE:s legal regulation and its consequences, SE formation, organization and reincorporation,
- the proposal for the SPE (European Private Company),
- the minimum share capital, its purpose and alternative legal solutions,
- the raising and maintenance of the share capital, its purpose and alternative solutions such as "insolvency models", "wrongful trading" and "fraudulent conveyances",
- the company organs and their function, one-tier and two-tier systems, omnipotence and parity theory,
- company representatives and their ability to bind the company,
- shareholder protection
Skills and abilities
- Students should be able to conduct detailed independent research using appropriate source materials of law and policy, to evaluate and effectively use those materials, and to produce independent and collaborative work based on them.
- Students should be able to demonstrate skills of analysis, evaluation, argumentation and legal reasoning in relation to detailed legal materials and policy discussions in the field of common and comparative European company law as well as corporate law in the US, but in the latter case only from a theoretical point of view,.
- Students should be able to demonstrate skills of analysis, evaluation and argumentation in company law/corporate law based on concepts derived from law & economics.
Contact Information
Course teacher: Professor Jan Bertil Andersson
Administrative contact: Higher Executive Officer Nathalie S. L. Gaulier: Nathalie.Gaulier@jurfa.uib.no
Contents
One central basis for the course is study of basic concepts in law & economics, in particular so applied to company law, and how it can be used as a tool to understand the law, explain the law and enhance the law.
Another central basis for the course is study of the EC Directives on companies, principally the Company Law Directives (including proposals for additional and amending Directives), the Statute for a European Company ('Societas Europaea' - SE), the proposal for the SPE (European private company), the position of companies under the EC Treaty, and the conflicting 'real seat' and 'place of incorporation' doctrines that are found in European company law. The course also investigates the different kinds of companies within the EU and the issues of mergers and divisions in an international context, and mobility of companies (in terms of registered office, principal place of business and secondary establishment).
A third central basis for the course is the different approach in the EU versus US as regards harmonization of company law/corporate law. This basis is analyzed against the background of recent developments in the EU versus the since the 1970-ties on going debate in the US concerning the Delaware-effect. In this respect the course also looks at the possible evidence there is for such a race and whether the MBCA can be attributed a substantial credit for the harmonization which actually have taken place.
A fourth basis is the legislative techniques in regulating company law/corporate law in the Scandinavian countries as well as Germany, UK and US. Part of which can be explained by differences in legal culture, but part of which also can be explained by different legal-political philosophy.
A fifth basis for the course is study of basic concepts, principles and questions in company law from a comparative point of view as well as evaluating those rules with an efficiency criterion.
Course offered (semester)
Spring. (Exam each semester.)
Language of Instruction
English.
Aim and Content
The overall goal of the course is to give an understanding of Law and Economics and its significance for the regulation of companies in a macro- as well as a micro-perspective. Furthermore, to give an in-depth understanding of the common EC company law and its legal framework, the particular issues of establishment, mobility and merger faced by corporations within the European Union, the effects of this law on Member States' national laws, and the inherent conflicts with and between those national laws. In addition, an in-depth understanding of the motives for the past and current harmonization of corporation law within the EU as well as the development in the US as regards the Delaware-effect and the question of "raise to the top or the bottom", but also the legal framework in the form of the Model Business Corporation Act (MBCA) and its importance as a legal instrument to achieve de facto harmonization of corporate law. The goal of the course is also to provide an insight into different legal techniques to legislate in the corporate field as well as the basic differences between civil law, Scandinavian law and common law systems. Finally, the goal of the course is to provide an understanding of why comparative company law can be useful in understanding the development of company law.
Contents
One central basis for the course is study of basic concepts in law & economics, in particular so applied to company law, and how it can be used as a tool to understand the law, explain the law and enhance the law.
Another central basis for the course is study of the EC Directives on associations, principally the Company Law Directives (including proposals for additional and amending Directives), the Statute for a European Company ('Societas Europaea' - SE), the position of companies under the EC Treaty, and the conflicting 'real seat' and 'place of incorporation' doctrines that are found in European company law. The course investigates the different kinds of association within the EU and examines the case for a common European Private Company. It also covers the rules on the attribution of actions to an association and the related rules of agency, issues of mergers and divisions in an international context, and mobility of companies (in terms of registered office, principal place of business and secondary establishment).
A third central basis for the course is the different approach in the EU versus US as regards harmonization of company law/corporate law. This basis is analyzed against the background of recent developments in the EU versus the since the 1970-ties on going debate in the US concerning the Delaware-effect. In this respect the course also looks at the possible evidence there is for such a race and whether the MBCA can be attributed a substantial credit for the harmonization which actually have taken place.
A fourth basis is the legislative techniques in regulating company law/corporate law in the Scandinavian countries as well as Germany, UK and US. Part of which can be explained by differences in legal culture, but part of which also can be explained by different legal-political philosophy.
Learning Outcomes
Knowledge and understanding
- Students should have a good knowledge of basic concepts in law & economics and how law & economics can be used as a tool to understand the law, explain the law and enhance the law.
- Students should have detailed knowledge and understanding of the policy reasons involved in European company law, as articulated in case law, policy documents and legal literature.
- Students should have detailed knowledge and understanding of the structure and rules of common European company law, as found in EC legislation and case law, and in relation to conflicts between national laws in relation to international operations.
- Students should have detailed knowledge and understanding of the policy reasons involved in US corporate law, as articulated in case law and legal literature, and especially the Delaware debate.
- Students should have good knowledge and understanding of the different legal techniques in regulating company law/corporate law as well as a fundamental understanding of the difference between civil law, Scandinavian law and common law systems.
Students should, furthermore, have a detailed knowledge and understanding of the following:
- the distinction between public and private companies,
- the state and the regulation of private and public companies respectively,
- the SE:s legal regulation and its consequences, SE formation, organization and reincorporation,
- the proposal for the SPE (European Private Company),
- the minimum share capital, its purpose and alternative legal solutions,
- the raising and maintenance of the share capital, its purpose and alternative solutions such as "insolvency models", "wrongful trading" and "fraudulent conveyances",
- the company organs and their function, one-tier and two-tier systems, omnipotence and parity theory,
- company representatives and their ability to bind the company,
- shareholder protection
Skills and abilities
- Students should be able to conduct detailed independent research using appropriate source materials of law and policy, to evaluate and effectively use those materials, and to produce independent and collaborative work based on them.
- Students should be able to demonstrate skills of analysis, evaluation, argumentation and legal reasoning in relation to detailed legal materials and policy discussions in the field of common and comparative European company law as well as corporate law in the US, but in the latter case only from a theoretical point of view,.
- Students should be able to demonstrate skills of analysis, evaluation and argumentation in company law/corporate law based on concepts derived from law & economics.
Pre-requirements
Three years of law studies. Very good English.
Recommended previous knowledge
Three years of law studies. It is recommended that the students before the course have either studied company law or do study a simple textbook in company law before the semester starts.
Subject Overlap
Combined with JUS355 or JUS359 this course generates no new credits.
Teaching Methods
Lectures and seminars.
Compulsory Requirements
None
Assessment methods
During the course the participating students will write one essay (home exam) of maximum 6000 words, minimum 5500 words - excluding literature list. After the course there is an oral exam on basis of the seminars. If there are more than 20 students, a school exam can be held instead of an oral exam. The final mark is made up by the essay (51%) and the oral/school exam (49%).
Semester with teaching: Home exam + oral exam (>20 students: Home exam + 4 h school exam)
Semester without teaching: Home exam + 4 h school exam
A - E for passed, F for failed.
Exam language:
- Question paper: English
- Answer paper: English
Support materials allowed during school exam:
See section 3-5 of the Supplementary Regulations for Studies at the Faculty of Law at the University of Bergen.
Special regulations about dictionaries:
- According to the Regulations for Studies, one dictionary is permitted support material during the examination. Bilingual dictionaries containing for example both Norwegian-English and English-Norwegian are considered as one dictionary.
- Bilingual dictionaries to/from the same two languages - for example Norwegian-English/English-Norwegian - in two different volumes are also considered as one dictionary (irrespective of publisher or edition).
- Dictionaries as described above cannot be combined with any other types of dictionaries.
- Any kind of combination which makes up more than two physical volumes is forbidden.
- In case a student has a special need for any other combination than the above mentioned, such combination has to be clarified with/approved by the course coordinator minimum two weeks before the exam. Students who have not been granted permission to have a special combination minimum two weeks before the exam will be subject to the usual regulations (Section 3-5) about examination support materials.
Contact Information
Course teacher: Professor Jan Bertil Andersson
Administrative contact: Higher Executive Officer Nathalie S. L. Gaulier: Nathalie.Gaulier@jurfa.uib.no