LW720-7-SP-CO:
European Union Company Law
PLEASE NOTE: This module is inactive. Visit the Module Directory to view modules and variants offered during the current academic year.
2023/24
Essex Law School
Colchester Campus
Spring
Postgraduate: Level 7
Inactive
Monday 15 January 2024
Friday 22 March 2024
15
27 May 2022
Requisites for this module
(none)
(none)
(none)
(none)
(none)
The module will offer both a general grounding in EU Company Law intended for those students who have not studied EU Company Law before, and also a more detailed study of the key areas of the field chosen on the basis of importance and intellectual challenge.
The teaching initially focuses on the company law harmonisation process whilst also developing a wider contextual understanding of the debates between EU member states associated with corporate governance that led to today's legislative landscape.
The debates associated with corporate governance and the analysis of the different models of corporate governance -not only at the EU level but also internationally- (for example the USA corporate governance model) will stand at the core of the first part of the module.
The module goes on to explore the basic aspects of company law within the EU with a focus on Corporate Governance, Freedom of Establishment, The Personal Law of the Companies, the Freedom to Provide Services and the Free Movement of Capital, Takeovers and Mergers as well as dissolution of companies at a cross-border level.
The lectures will also look at international aspects of company law with a focus on transnational corporations and the laws and procedures applicable to them. At every stage of the teaching a thorough analysis not only of the current legislation but also of the cultural, ideological and political conflicts that have led to the shaping of the current framework is provided.
Indicative Syllabus
Lectures 1 and 2
Corporate Governance
- Analysis of corporate governance in the EU member states
- Comparative approach; UK, Germany, USA and the EU.
- Comparative Corporate Governance issues in the EU
- Contractual, stakeholder and concession models of corporate governance (UK, USA, Germany).
- Is there a common EU corporate governance model?
- Board structures: Two-tier v one tier board.
- Corporate institutional Structures in various models.
- The place of the employees, the role of shareholders, the status of the management and the wider debate between shareholders and stakeholders placed in its context.
Lectures 3 and 4
Freedom of Establishment
- The applicable law to the companies.
- The examination of the Centros case along with the rest of the relevant case law
- Debates and different approaches between member states on the definition of the applicable law to the company along with the definition of the "company seat".
- The examination of the relevant treaty articles.
Lecture 5
Freedom to Provide Services
- The examination of the relevant case law along with the evolution of the law in question.
- The analysis of the main debates associated with the topic in question
Lecture 6
Free Movement of Capital
- An analysis of the free movement of capital in the EU. Its evolution and the issues emerging therein.
- Scope and exceptions to the free movement of capital.
- Relationship with other freedoms.
- Restrictions on free movement of capital between Member States and third countries.
- Power to legislate and the Economic and Monetary Union (EMU).
Lecture 7
Takeovers and Mergers
- Directive 2004/25/EC (13th Directive) – Takeover Directive
- Directive 2005/56/EC (10th Directive) – Cross-Border Mergers Directive
- The analysis of the relevant legal framework in selected EU countries
Lecture 8
Cross-Border Insolvency Law
- The Dissolution of Companies
- EU regulation on insolvency proceedings and EU directive on preventive restructuring mechanisms
- Main and Secondary proceedings.
- Centre of Main Interests (COMI).
- Key cases: Eurofood, Interedil, Rastelli and Kornhaas
This module will be taught via weekly 2-hour seminars and weekly 1-hour tutorials.
The module teaching team will upload all relevant teaching materials on Moodle. You will find reading lists, the textbook, weekly handouts or PPS notes on Moodle. The materials in question are designed both to help you navigate the material to be covered in the seminars and to equip you to analyse the required readings. You will be expected to have completed the required readings in advance of your seminars.
This module does not appear to have a published bibliography for this year.
Assessment items, weightings and deadlines
| Coursework / exam |
Description |
Deadline |
Coursework weighting |
Exam format definitions
- Remote, open book: Your exam will take place remotely via an online learning platform. You may refer to any physical or electronic materials during the exam.
- In-person, open book: Your exam will take place on campus under invigilation. You may refer to any physical materials such as paper study notes or a textbook during the exam. Electronic devices may not be used in the exam.
- In-person, open book (restricted): The exam will take place on campus under invigilation. You may refer only to specific physical materials such as a named textbook during the exam. Permitted materials will be specified by your department. Electronic devices may not be used in the exam.
- In-person, closed book: The exam will take place on campus under invigilation. You may not refer to any physical materials or electronic devices during the exam. There may be times when a paper dictionary,
for example, may be permitted in an otherwise closed book exam. Any exceptions will be specified by your department.
Your department will provide further guidance before your exams.
Overall assessment
Reassessment
Module supervisor and teaching staff
Dr Marios Koutsias, email: mkouts@essex.ac.uk.
Dr Marios Koutsias
lawpgtadmin@essex.ac.uk
Yes
No
Yes
Dr Gary Lynch-Wood
University of Manchester
Senior Lecturer
Available via Moodle
Of 18 hours, 18 (100%) hours available to students:
0 hours not recorded due to service coverage or fault;
0 hours not recorded due to opt-out by lecturer(s).
Essex Law School
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