Comparative Corporate Law: Governance in the U.S. and Western Europe: Seminar
Fall term, Block J
W 5:00 PM - 7:00 PM
Professor Reinier H. Kraakman and Visiting Professor Peter Muelbert
2 classroom credits LAW-91005A Fall
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 three large European jurisdictions: Germany, Italy, and the U.K. Our initial readings will sketch the law, governance institutions, and ownership structures of our focus jurisdictions. After this overview, the seminar will consider the governance choices made by our jurisdictions in a variety of specific areas. These areas will include 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 (including deference accorded boards of directors in defending against hostile takeovers). 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.
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