International Company Law and Corporate Governance

This course aims to provide students with an in-depth understanding of key topics of international company law and corporate governance, through a comparative approach and the study of European company law.

It consists of two related parts.

The first part focuses on the principles of European company law which influence, on the one hand, cross-border mobility of companies and, on the other hand, multi-national corporate groups. Key topics include : main models of organisational structures, the case for or against capital formation and maintenance rules, protection and remedies of minority shareholders (including class actions), transnational corporate groups, freedom of establishment of companies, cross-border transfers and reorganizations, and some related issues of financial law, such as market abuse and insider dealing. Throughout the course, the usefulness of European forms (such as the Societas Europaea) will be discussed and students will examine whether a bottom-up approach is an acceptable or desirable substitute to top-down harmonization in Europe. This approach will enable students to understand, analyse and use foreign corporate structures.

The second part will focus on corporate governance. After an introduction dedicated to the framework of corporate governance (origin, definition, soft law vs. hard law, etc.), key governance issues of (both public and private) companies will be examined, such as: shareholders’ primacy and outsider model vs. stakeholders’ oriented and insider model, composition and role of the board of directors, shareholders’ activism, remuneration policy, disclosure of corporate information and conflict of interests. The concept, role and challenges of corporate social responsibility will also be addressed.