EU and Comparative Company Law

The course aims at the analysis of the most important aspects of EU and US corporate law. The course offers a study of conception of an enterprise, including its formation, structure, members and their rights and responsibilities, the process of reorganization, M&A, hostile takeover, conversion and liquidation. During this course, all legal forms of enterprises of the European Union level (SE, SCE, EEIG) and corporations in the US are analyzed. The course also deals with company law of the Republic of Lithuania.

Lecture 1: Comparative company law Economic nature of a corporation: What is a corporation?; From contract to hierarchy; Shareholder Value vs Stakeholder Value approach Agency conflicts: Managers vs Shareholders; Majority vs Minority; Shareholders vs Creditors and other constituencies Legal strategies to mitigate agency conflicts: Regulatory strategies; Governance Strategies Functional approach to comparative legal studies Determinants of company law and corporate governance: Legal families and legal origin; Institutional underpinning; Ownership patterns; Market for corporate control; Path dependence Lecture 2: EU Acquis in the field of Company Law Brussels-made company law: EU company law legislation (Directives, Regulations, Recommendations): Changing philosophy and dynamics of EU company law making; Harmonisation: EU Directives & Recommendations; Unification: Pan-European legal forms (EEIG, SE, SPE, SUP) Lecture 3: EU Acquis in the field of Company Law Luxembourg-made company law: case-law of the CJEU: Corporate mobility; Golden shares Lecture 4: Takeovers Takeovers in context: Corporate governance; Ownership patterns; Political economy of takeovers; Law and economics of takeovers; Regulatory strategies and legislative approaches Hostile takeovers and takeover defenses: typologies and case studies The US approach to hostile takeovers The EU Architecture for takeovers: The competent supervisory authorities and conflict of law rules in cross-border and multiple listing settings; Mandatory bid rule; Price/Consideration offered; No-frustration rule; Break-through rule; Reciprocity; Squeeze-outs and sell-outs Building a secret toehold – the use of CSD Lecture 5: Corporate Governance Economic explanation of CG External and internal CG Ownership structure as a fundamental determinant of CG Takeovers & market for corporate control The problem of proportionality between ownership and control (One-share, One-vote principle and Control Enhancing Mechanisms) Board models (one-tier, two-tier) Supervision and monitoring of management (incl. Board committees) Executive compensation Labour: EFP, worker codetermination, BLER Corporate Governance (Best Practice) Codes and the Comply-or-Explain approach Lecture 6: Fundamental corporate changes What are fundamental corporate changes? Charter amendments Share issuance Reorganisations: Mergers, Divisions, Sales of Assets, Transformations Lecture 7: Group law and RPT Approaches to corporate groups in legislation and case law of EU MS: Codification of group law; Judge-made group law Major problems and underlying philosophies of group regulation: Centralised and coordinated group management; Protection of corporate constituencies: (minority shareholders’ protection, creditor protection) Current EU developments: ICLEG, EMCA, ECLE, others Lecture 8: Shareholder conflicts and deadlocks in SMEs Special status of small and medium-sized companies – the overlap of personal and business ties (relations) Wind-up remedy Unfair prejudice remedy / right of withdrawal