Unit 1: European Legal Framework and Development of EU Company Law - Functioning, origin and recent developments of the European Union; EU institutions; Sources and Supremacy of European law; Legislative competences and procedure; The EU's internal market; Integration through liberalization and secondary law; Integration and the role of competition law; Company law: integration until 1989, 1989 until 2002/03 - deadlock; The Commission's Company Law Action Plan (2003); Reflection process on the future of EU compamy law.
Unit 2: Company Formation and Corporate Governance - Company formation; Board structure; One- and Two-tier boards; Convergence of board models in practice; Shareholders and board(s); Employee involvement; Employee participation on establishment level; Board-level representation on two-tier and one-tier boards in Europe; Assessing board-level representation; Empirical studies on board-level representation; Shareholders rights; Protection of (minority) shareholders; Control-enhancing mechanisms; One share/one vote?; European Regualtory Process on one share/one vote.
Unit 3: Creditor Protection and Fiancial Reporting - Approaches to creditor protection; Creditor protection trough legal capital; Second Company Law Directive 77/91/EEC; Minimum capital rules; Distribution restrictions: capital maintenance; Critical assessment; Distribution restrictions based on solvency; The Springer Case; Financial reporting; Harmonization in Europe; Overstreching disclosure?; Consolidated accounts; IAS-Regulation; Impact of financial reporting standards on legal capital rules.
Unit 4 - Fundamental Transactions and Cross-Border Mobility: The Centros Case, Freedom of establishment for companies (Art. 49, 54 TFEU), Scope and effect of FoE, The real seat conflicts rule as obstacle, ECJ: break-up of the real seat rule, Impact on foreign company incorporations, Competition for charters: initial choice of law, www.go-limited.de, Increase of capital, Domestic mergers, Cross-border mergers, Total cost of Centros-style incorporations.
Unit 5 - Control transactions: Addition to Unit 4: The Karella case, Increase of capital, Domestic mergers, Cross-border mergers, Employee participation, Mid-stream transfers: reincorporations; Unit 5: The Pharmacy case, Free movement of capital, Foreign direct investment in the EU, The Distrigaz case, The Porsche and Volkswagen case, Golden shares: Limits, the good and the bad, Extending FMC beyond state measures?.
Unit 6 - European Corporate Entities: Overview and the European Company (SE): Extending FMC beyond state measures?; Takeovers: policy issues; Regulatory models and European approach; Directive 2004/25/EC on takeover bids; Type of (takeover) bids; Protection of minority shareholders; Optional arrangements; Implemention of the Takover Directive; Unit 6: European Corporate entities (overview); Further European legal entities; Why European corporate entities?; History of the European Company; Strong increase in SE incorporations; Numbers of incorporations.
Unit 6 - European Corporate Entities: Overview and the European Company (SE): Art. 9 SER, Complex Regulatory Interplay, Formation of a European Company, Main features of the European Company, Employee involvement, Transfer of registered office, Potential reasons for choice of the SE legal form, The Czech Societas Europaea Puzzle, Allianz SE: case study.
Unit 10 - Comparative Insolvency Law: Basics, The comparative approach, Taxonomy of insolvency laws: different systems, Unitary procedure v. multiplicity of procedures, Economic v. non-economic goals, Creditor v. debtor orientation, Opening of insolvency proceedings, Governance of insolvency proceedings, Ranking of claims and position of secured creditors, Rescue proceedings, Outlook: harmonization of insolvency laws.
Unit 7 - The European Private Company and Regulatory Competition in Corporate Law: Why a European Private Company (SPE)?; Proposal for an SPE: the state of play; Principles of closed corporations in Europe; Goals of the Working Group; Regulatory issues; Company formation; Regulatory competition in the US; Economics of regulatory competition in corporate law; Emergence of regulatory competition in Europe; English Ltd. 1's inroad into the German startup market; The Member States responded; "England and Wales: the jurisdiction of choice"; "Law made in German"; Problems of regulatory competition in corporate law; Policy implications for the EU and its MS.
Unit 8 - Regulation of Primary and Secondary Financial Markets: Financial Markets (Sub-markets, Capital markets, Primary and secondary markets); Some characteristics of efficient financial markets; Funktions and aims of financial markets regulation; Financial markets law: origin and FSAP 1999; The EU's financial markets law: overview; Integration of EU's financial market; Financial markets law: recent development; Regulatory technique: the Lamfalussy 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.
Unit 8: The EU's financial markets law, Scope of EU's financial markets law, Secondary markets regulation, Transparency Directive, Market Abuse Directive: case and details, Ban on insider dealing: introduction, Financial intermediaries: functions, problems and the MiFID framework; Unit 9: The Global Financial Crisis: major causes, Pre-crisis leverage rations of US investment banks, Increasing importance of "shadow" banks, Securitization markets nearly shut-down in 2008/9, Approaches to financial regualtion, The EU's financial reform agenda, Increasing the capital reserves in financial institution, Basel III: stricter capital requirements and phase-in arrangements and captial buffers, Strengthening supervision on both sides of the Atlantic, Better and stronger regulation of CRAs, Executive compensation, Crisis management and resolution tools, Exhancing transparency.
Unit 11 - European and International Cross-Border Insolvency: International insolvencies, 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, Potential multiplicity of proceedings, Application of the lex fori concursus, Jurisdiction with respect to main proceedings, Forum shopping and regulatory competition, Responses to forum shopping de lege lata, Reform of the European Insolvency Regulation.