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Comparative Corporate Law


Admission requirements

  • Background in law

  • Sufficient command of English


The course initiates students into the differences between corporate law in Europe and the U.S.A. Even though the main characteristics of corporations are comparable, students gain an understanding of the different ways corporate law is codified in Europe and the U.S.A. Students will discuss EU law (mainly directives) and national corporate law of Germany, United Kingdom and The Netherlands versus U.S. state law (mainly Delaware). Students will also study concepts involving the agency theory, mobility of corporations and regulatory competition.
Students will deepen their knowledge in the areas of corporate law that are chosen for the comparative analysis, while students with no prior background in corporate law will get an exposure to the fundamental regulatory issues in corporate law through the chosen topics. The areas of comparison are the pillars of corporate law and governance discussion in general such as: incorporation of the corporation, its financial and organizational structure (including creditor protection), the powers of the general meeting vis-à-vis the powers of the management bodies and duties and liabilities of management.

Course objectives
This course seeks to equip students with knowledge and understanding of the differences and similarities of selected issues of corporate law in Europe and the U.S.A. Within this context, the course aims to provide students with an understanding of the sources, nature and application of corporate law and the influence of regulatory competition thereon.

Achievement levels

  • A sound knowledge of the sources and results of convergence and divergence between the various models of corporate law.

  • A sound understanding of the creditor protection mechanisms employed by corporate law and the ability to conceptualize the corporate law peculiarity of limited liability.

  • A critical understanding of how corporate law regulates the conflicts between management and shareholders.

  • An understanding of the differences between the regulatory philosophy and core principles of corporate law in Europe and the U.S.A.

  • Ability to analyze and apply corporate law to case studies and class discussions


The timetable of this course can be found in uSis.

Mode of instruction

Lectures and tutorials

  • Lecturers: mr. T.C.A. Dijkhuizen, MPhil; mr. Y.M.G. Walhof and guest-lecturers

  • Number: 5 two-hour lectures and 5 two-hour tutorials

  • Required preparation by students: Preparation of prescribed reading materials and hand-in 4 assignments

Assessment method

Examination form(s)

  • Written assignment (20 per cent of final grade): students should hand-in 4 out of 4 assignments. One of those (same for everyone) will be graded on a scale of 1 – 10 points). Retake of the written assignment is not possible.

  • Written exam, consisting of open questions (80 per cent of final grade).
    If only a few of you fail the written exam at the first attempt, the retake of the written exam may be an oral exam. In that case, you will be informed by the coordinator at least 10 days ahead of the scheduled resit date.

  • The course has to be completed within the academic year.

Submission procedures
To be announced in the course information guide and/or on Blackboard.

Areas to be tested within the exam
The course information guide consists of the required reading (literature) for the course and the subjects taught in class and all other instructions which are part of the course.


More information on this course is offered on Blackboard.

Reading list

Obligatory course materials

  • The literature list will be included in the course information guide and published on Blackboard.

Course information guide:

  • The course information guide will be published on Blackboard.


  • The reader, if any, will be published on Blackboard.

  • Recommended course materials will be published on Blackboard.


Through uSis.
Exchange students have priority and will be registered for the course first. Any remaining seats will be available for students from Leiden University and other Dutch Universities.

Contact information

  • Co-ordinators: mr. T.C.A. Dijkhuizen, MPhil; mr. Y.M.G. Walhof

  • Work address: Company law

  • Contact information: see below

  • Telephone number: 071 527 8871

  • Email:


  • Institute: Private Law

  • Department: Company Law

  • Room number secretary: B2.43

  • Opening hours: 9.00 – 13.30

  • Telephone number secretary: 071 527 7235

  • Email:


Belangstellenden die deze cursus in het kader van contractonderwijs willen volgen (met tentamen), kunnen meer informatie vinden over kosten, inschrijving, voorwaarden, etc. op de website van Juridisch PAO