Comparative Corporate Law and Governance in Western Europe: Seminar
Spring term, Block J
W 5:00 PM - 7:00 PM
Profess Reinier Kraakman and Visiting Professor Karl Hofstetter
2 classroom credits LAW-92245A
This seminar will explore selected topics in corporate law and governance in the U.S. and Europe. It will address U.S. law and practice, key EU Directives, and domestic law and corporate governance in several large European jurisdictions. Our initial readings will sketch the law, governance institutions, and ownership structures of our focus jurisdictions. After this overview, the seminar will consider governance choices in a variety of specific areas, including the allocation of legal power between the shareholders meeting and the board, the protection of minority shareholders, the protection of corporate creditors, the participation of stakeholders such as employees and the state in corporate governance, the regulation of management compensation, and the legal framework governing mergers and acquisitions. The seminar will conclude by addressing change in corporate law and governance across jurisdictions, including the sources of pressures to reform and the extent to which these pressures operate in the direction convergence across jurisdictions. The written assignments for this seminar will consist solely of discussion memoranda addressing the weekly readings. Seminar participants may write papers for additional credit in tandem with taking the seminar but not as a substitute for weekly memos.
A prior course in U.S. corporate law or its foreign equivalent is a prerequisite for this seminar.