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LAW European Corporate Governance

Business Law: International

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LAW 392

European Corporate Governance

Law School

Recommended for route(s):

[ Transactional ] Business Law: International

Why it is relevant for ...

[ Transactional ] as a Related Elective for those interested in Corporate Governance : If you expect to work with businesses or banks seeking access to European markets, you will benefit from an understanding of the way U.S. corporate capitalism differs from that of countries in the European Union. Corporate lawyers have to be familiar with U.S. corporate governance rules, but they provide better counsel to clients with global operations when they understand the rules governing ownership and control of business entities in other jurisdictions.

General course Description:

The course will examine the main corporate governance issues recently discussed in Europe, which will be analysed functionally across systems. We shall consider the following topics: ownership structures and controlling shareholders; corporate boards (one-tier and two-tier); internal controls and risk management; executive compensation at public corporations and financial institutions; auditors and rating agencies; institutional investor and shareholder activism; private and public enforcement. We will pick up things like the trade off between EU level and member state level requirements, differences between Member States, governance changes and reforms coming out of the financial crisis. In addition to analysing past and current EU developments, we will focus on four jurisdictions (France, Germany, Italy and the UK) and make references to other Member States (including The Netherlands, Belgium and Sweden). We shall read economic and legal materials and discuss case studies which will be presented by students, including well known financial scandals (Parmalat, Ahold and Vivendi) and recent bank failures and frauds (Northern Rock, Royal Bank of Scotland, UBS and Société Générale).

Course Style: A Substantive/ Perspective course looks at law from an external or non-traditional standpoint.

Course Frequency: Varied, check w/ registrar

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