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Mr Edmund-Philipp Schuster NAB 6.30

This course is available on the LLM (extended part-time), LLM (full-time), MSc in Law and Accounting, MSc in Regulation and University of Pennsylvania Law School LLM Visiting Students. This course is available with permission as an outside option to students on other programmes where regulations permit.

This course is capped at 30 students.  Students must apply through Graduate Course Choice on 杏吧论坛 for You. This course will be relevant to the following LLM specialisms: Corporate and/or Commercial Law; Corporate and Securities Law; European Law.

There are no formal prerequisites, but some understanding of European law and EU law-making is of advantage.

This course will examine the EU harmonization programme for companies. It will analyse the framework of primary EU law within which companies and national legislators must operate (the Treaty provisions on the right of establishment and the free movement of capital), as well as secondary measures of EU law regulating companies and relevant soft law initiatives. The course will also deal with the most important European forms of company, notably the SE (Societas Europaea or European Company) and investigate the implications that corporate mobility within the EU has for regulating companies at the national level. Topics include: • EU company law harmonization programme • 1st Company Law Directive: formation and disclosure • Right of establishment: primary and secondary establishment, transfer of seat, jurisprudence of the European Court of Justice (in particular: Centros, Überseering, SEVIC, Cartesio, VALE) • Free movement of capital: golden shares jurisprudence of the European Court of Justice, BAA, KPN/TPG, VW; proportionality principle in the EU • 2nd Directive and capital structure: minimum capital; payment for shares; publicity; distributions; stock repurchase; increases in capital and capital reductions; serious loss of capital; case law interpreting the 2nd Directive; reform initiatives (e.g., SLIM Working Group) • Corporate governance regulation in the EU: abandoned 5th Directive; Recommendation on the role of non-executive or supervisory directors of listed companies; remuneration policies; Shareholder Rights Directive • European Company Law Forms: European company (SE) and European private company • State of European company law harmonisation; potential for regulatory competition and regulatory arbitrage

20 hours of lectures in the MT. 2 hours of lectures in the ST.

All students are expected to produce one 2,000 word formative essay during the course.

M Andenas and F Wooldridge, European Comparative Company Law, Cambridge University Press 2009; S M Bartman (ed), European Company Law in Accelerated Progress, Kluwer Law International 2006; U Bernitz and W-G Ringe, Company Law and Economic Protectionism: New Challenges to European Integration, Oxford University Press 2010; A F M Dorresteijn et al (eds), European Corporate Law, Kluwer Law International 2009; Vanessa Edwards, EC Company Law, Clarendon Press 1999; S Grundmann, European Company Law, 2nd ed, Hart 2012; Jonathan Rickford (ed), The European Company: Developing a Community Law of Corporations, Intersentia 2003; Gert-Jan Vossestein, Modernisation of European Company Law and Corporate Governance, Kluwer Law International 2010

Exam (100%, duration: 2 hours, reading time: 15 minutes) in the summer exam period.