UiB : Juridisk Fakultet : Reglementer : Studieplan for mastergradsstudiet

JUS355 - Comparative Company Law with Law and Economics (15 ECTS-credits)

Course Coordinator: Professor dr. juris Jan Andersson

Language of Instruction: English

Content and Objectives:
General: The aim of the course is to provide insight in Law and Economics and its significance for the regulation of companies in a macro- as well as a micro-perspective. Furthermore, to give insight in comparative law, especially comparative company law. The course will focus on essential questions in company law and how these are solved in the EU, Nordic countries, Germany, Great Britain and - to some extent - USA, as well as general principles in partnership law, joint venture law and the law of the European Company.

An understanding is required of the following items:
- Law and Economics and its significance for the regulation of companies;
- The method of comparative law, especially comparative company law;

A thorough understanding is required of the following items:

(i) advantages and disadvantages with the regulation of companies in the form of federal/EU-law compared with Model Act-law compared with state/national law in competition respectively mandatory rules compared with non-mandatory rules;

(ii) the development of corporate law in the US with regard to Delaware and the MBCA;

(ii) in company law:
a. practical technique of lawmaking - types of companies, scope and the question of foreseeability,
b. general principles of civil law and company law,
c. raising and maintenance of the share capital,
d. the company organs and their function
e. company representatives and their ability to bind the company
f. shareholder protection - general or specific rules?
g. duties, liability and the question of decharge and its legal consequences;

(iii) general principles of the law concerning joint ventures between natural and/or legal persons and the law of partnership as well as general principles of
the law of EEIG.

Literature:
Compulsory reading (hovedlitteratur):
- Cheffins, B R, Company Law: Theory, Structure, and Operation, Oxford University Press (Claredon Press) 1998. Main textbook according to reading instructions.
- Werlauff, Erik, EU-company law : common business law of 28 states / Erik Werlauff ; translated by Hanne Grøn. - 2nd ed 2003, Jurist- og Økonomforbundets Forlag.
- Gower & Davies Principles Of Modern Company Law 17th Edition or a equivalent book by the students own choice after consulting professor Jan Andersson.
- Edgar Herzfeld, Joint ventures in Europe, 3rd ed 1996, Bristol & Jordans (abstract).

Additional reading (støttelitteratur):
- Company Law Reform, Consultation Document 1
- Company Law Reform, Consultation Document 5
- Bhagat, Sanjai, Romano, Roberta, Event Studies and the Law: Part II: Empirical Studies of Corporate Law, 4 Americal Law and Economics L. R. 380-423.
- Cary, William L., Federalism and Corporate Law: Reflections upon Delaware, 88 Yale L. J. 663-707
- Kahan, Marcel, Ehud, Kamar, The Myth of Competition in Corporate Law, 55 Stanford L. R. 679-749.
- Klein, 'Firm Performance and Board Committee Structure' [1998] JLE 275
- Hamilton, 'Corporate Governance in America…' [2000] JCL 349
- Sorensen, Karsten Engsig, Neville, Mette, Corporate Migration in the European Union, 6 Columbia J. of European Law 181-208.
- Winter, Ralph K., State Law, Shareholder Protection and the Theory of the Corporation, 6 Journal of Legal Studies 251-292.
- Hamilton, 'Corporate Governance in America…' [2000] JCL 349

(More extensive and specific reading recommendations to be issued during the course including other articles and material)

Assessment/Examination Format:
Teaching:
This course is taught by mandatory seminars with introductory lectures during the duration of the course.
Exam:
Exam is held only in terms when teaching is held.
During the course the participating students will write one shorter essay of 12-15 pages.
After the course there is an oral exam on basis of the seminars. If there are more than 20 students, there will be a school exam in stead of the oral exam.
The final mark is made up by the essay (51%) and the oral/school exam (49%).

Material allowed for use under oral/school exam: (Selected parts of the material are distributed to the students during the course.):
- The first EEC Company Law Directive
- The second EEC Company Law Directive
- The third EEC Company Law Directive
- The Regulation for the European Company
- The proposal for the European Private Company
- Regulation for the EEIG
- MBCA 1957 edition
- MBCA 1979 edition
- MBCA
- Official Comment to MBCA
- California Corporations Code
- Delaware General Business Corporation Law
- New York Business Corporation Law
- German AktG
- German GmbHG
- U.K. CA 1985, CA 1989
- Table A, U.K. CA 1985
- U.K. IA 1986
- Danish CA 1973
- Danish ApSL
- Norwegian ACA
- Norwegian CA
- Swedish CA 1975

Sist oppdatert 17.10.2006 av AT Kommentarer til denne siden.