Unit 1 - Course content and methodological approach; Course outline; Functioning of the European Union (EU); The origin of the EU and recent developments; Growth of the EU; EU institutions: The European Council, European Commission, European Parliament, Council, Court of Justice of the European Union; Sources of European law; Supremacy of European law; Hierarchy of laws; Legislative competences (Arts. 2-6 TFEU); Legislative procedure; A "United States of Europe "?.
Unit 2 - Company formation: general requrements, instrument of constiution/statutes, registration, consequences of irregulatories; Corporate governance and board structure; One- and two-tier boards; Convergence of board models in practice; "Deutschland AG": a close-knit web of control; Shareholders and boards; Employee involvement; Employee participation on establishment level; Board-level representation: comparative view; Board-level representation in Europe.
Unit 1 - A "United States of Europe"?; The EU's internal market: overview; The EU's internal market at eye level with the US; Integration through liberalization: Fundamental Freedoms; Integration through secondary law; Integration and the role of competition law; Company law: integration until 1989; Company Law Directives; Company law: 1989 until 2002/03 - deadlock; The Commission's Company Law Action Plan (2003); Reflection process on the future of EU company law; The Commission's Company Law Action Plan (2012).
Unit 2 - Assessing board-level representation; Empirical studies on board-level representation; Shareholders: who is a shareholder, types and classes of shares; shareholder rights: participation rights, financial rights, information rights; Protection of minority shareholders; Control-enhancing mechanisms (CEMs); One share/one vote?; European regulatory process on one share/one vote; Unit 3 - Approaches to creditor protection.
Unit 3 - Creditor protection through legal capital; Second Company Law Directive 77/91/EEC; Distribution restrictions: Capital maintenance; Minimum capital rules; Critical assessment; Distribution restrictions based on solvency; Comperative Overview: distribution restrictions; The Springer case; Financial reporting; Harmonization in Europe; Overstretching disclosure?.
Unit 3 - Overstretching disclosure?; Consolidated accounts; IAS-Regulation; Impact of financial reporting standards on legal capital rules. Unit 4 - The Centros case; Freedom of establishment (Art. 49 TFEU); Scope and effect of FoE; FoE for companies (Art. 54 TFEU); The real seat conflicts rule as obstacle.
Unit 5 - Free movement of capital; The Pharmacy case; Foreign direct investment in the EU; The Distrigaz case; The Porsche-Volkswagen case; Golden shares; Limits of golden shares; Golden shares: the good and the bad; Extending FMC beyond state measures?; Cross-border M&A activity within the EU; Takeovers: policy issues; Regulatory models and European approach; Directive 2004/25/EC on takeover bids; Types of (takeover) bids; Takeovers in Germany; Protection of (minority) shareholders; Optional arrangements; Implementation of the Takeover Directive.
Unit 10 - Issues in international insolvencies; Universalism versus territorialism; History of the European Insolvency Regulation; Text of the European Insolvency Regulation; Scope of the European Insolvency Regulation; Features of the European Insolvency Regulation Features of the European Insolvency Regulation; Potential multiplicity of proceedings; Application of the lex fori concursus; Automatic recognition of proceedings; Jurisdiction with respect to main proceedings; Jurisdiction with respect to territorial proceedings; Forum shopping and regulatory competition; Responses to forum shopping de lege lata; Reform of the European Insolvency Regulation.
Unit 9 - The global financial crisis: major causes; Pre-crisis leverage ratios of US investment banks; Majority of US banks' debt was short-term (as of 2009); Securitization markets nearly shut-down in 2008/2009; Approaches to financial regulation; The EU's financial reform agenda; Financial reform agenda: state of play; Increasing the capital reserves in financial institutions; "Basel III": strickter capital requirements; "Basel III": phase-in arrangements and capital buffers; Four major US banks: common equity-to-assets ratio; Strengthening supervision on both sides of the Atlantic; The new European supervisory architecture; Better and stronger regulation of CRAs; Executive compensation; Crisis management and resolution tools; Derivatives trading has grown exponentially; Enhancing transparency; Outstanding OTC derivatives; The regulatory squeeze on banking.
Unit 4 - Freedom of establishment for companies: Case law, break-up of the real seat rule (ECJ), Impact on foreign company incorporations; Competition for charters: initial choice of law, Total cost of Centros-style incorporations; Domestic mergers; Cross-border mergers.
Unit 8 - Integration of EU's financial markets; Financial markets law: recent developments; Regulatory technique: the Lamfaiussy procedure; Organization of financial markets: trading venues; Scope of EU's financial markets law: overview; Market shares of trading venues; Organization of financial markets: trading execution; Primary markets regulation: prospectus requirements; Primary markets: Prospectus Directive; Secondary markets regulation: overview; Transparency Directive; Market Abuse Directive; Ban on insider dealing: introduction; Financial intermediaries: functions and problems.
Unit 4 - Cross-border mergers, employee participation, Mid-stream transfers: reincorporations, Regulatory competition in the US, Economics of regulatory competition in corporate law, Emergence of regulatory competition in Europe, English Ltd.'s inroad into the German startup market, The Member States responded, Problems of regulatory competition in corporate law, Policy implications for the EU and its MS.
Unit 6 - European corporate entities; Further European legal entities; Why European corporate entities?; History of the European Company; Strong increase in SE incorporations; Number of incorporations tripled: 2009-2012; Incorporations by countries as of March 2012; Art. 9 SER; Complex regulatory interplay; Formation of a European Company; Chosen routes of formation as of January 2013; Main features of the European Company; Choice of board structure as of March 2012; Employee involvement; Transfer of register office; Potential reasons of choice of the SE legal form; Motives behind SE formations: survey results; Motives behind SE formations in the EEA: regression results; The Czech Societas Europaea Puzzle; Allianz SE: a case study.
Unit 7 - Why a European Private Company (SPE)?; Proposal for an SPE: the state of play; Principles of closed corporations in Europe; Regulatory Competition between the Member States and the EU. Unit 8 - Financial markets; Some characteristics of efficient financial markets; Functions and aims of financial markets regulation; Financial markets law: origin and FSAP 1999; The EU's financial markets law: overview.