Background in law
Sufficient command of English
The main theme of the "Comparative Corporate Law" course is corporate governance. It covers the rights and duties of key organs within companies, including the board of directors, shareholders, and stakeholders, as well as the conflicts that arise among them. In particular, management responsibilities and corporate governance structures will be discussed. The course has an international and comparative perspective which allows students to become acquainted with key corporate rules and regulations of major jurisdictions on continental Europe and in the Anglo-American world. Students gain an understanding of the different policy challenges legislators are facing in these jurisdictions, issuing mainly from the size of the firms and their ownership structure.
Students will deepen their knowledge in the areas of corporate law that are chosen for comparative analysis, while students with no prior background in corporate law will gain insight into fundamental regulatory issues in corporate law, including: the duties and liabilities of directors, the powers of the shareholders’ general meeting vis-à-vis the powers of the management bodies (incl. principles of decision-making), minority shareholders’ protection.
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.
Familiarity with the sources and purposes of corporate law and corporate governance;
A critical understanding of the actors in the corporate governance framework of a corporation and how corporate law regulates the conflicts between management and shareholders, between dominant shareholders and minority shareholders and between shareholders and stakeholders;
A clear understanding of the position of shareholders in different situations, their rights and the ability to reflect upon this;
Awareness of the various board structures and how they manifest in different jurisdictions;
A sound grasp of directors’ duties and tools to minimize risks related to business decisions;
An understanding of the differences between the regulatory philosophy and core principles of corporate law in continental Europe and the Anglo-American world.
Mode of instruction
Lectures and tutorials
Lecturers: H. Koster and others
Number: 10 two-hour lectures with theoretical instruction and case-based teaching
Required preparation by students: complete assigned reading and possibly case assignments
The assessment for this course takes place in two parts: (1) a presentation (0,5 bonus point), and (2) a written exam (100%). Both parts are mandatory to complete the course.
Please note that the course cannot be regarded as complete until a student makes an oral presentation in accordance with the prescribed schedule and on the topic assigned. Attendance of all seminars is compulsory, only for exceptional and pre- approved reasons not more than one seminar may be missed, provided it is not a seminar in which the student is expected to make a presentation.
The seminars involve class discussions and group presentations made by students in English. Instructions on the presentations, including the topic, length and substance, will be published on Brightspace. However, you are required to use PowerPoint or Prezi. Each oral presentation highlights a specific aspect of comparative corporate law. Oral presentations will be graded individually by the lecturer(s) with a pass or fail. If the presentation is graded with a pass, the student will earn a 0,5 (half) bonus point which will be added to the mark of the written exam of this course.
2. Written exam
The areas to be tested in the written exam at the end of this course are the materials mentioned in the ‘Required readings’ section, including the subjects taught during the lectures, seminars and all other instruction that is part of the course. The exam will be in writing and will count for 100% of the overall mark in this course. The maximum mark to be obtained for this course, shall be a 10 (ten).
Retake of failed exams
Students who fail the overall exam are entitled to a resit of the written exam. Depending on the number of students failing the exam, the resit may take the form of an oral or written exam.
The grade earned from the oral presentation (0,5 point) will remain valid for the resit. If a student has not passed the course by the end of the academic year, the partial grades for written exam(s) and (0,5) bonuspoints for the presentation(s) shall be no longer valid.
Regulation retake passed exams
In this course it is possible to retake an exam that has been passed (cf. art. 184.108.40.206 and further of the Course and Examination Regulations). Students who have passed the exam may retake the final written assessment (test) of the course if they meet certain requirements. To retake a passed exam, students need to ask the Student Administration Office (OIC) for permission. For more information, go to 'course and exam enrollment' > 'permission for retaking a passed exam' on the student website.
To be announced in the course information guide and/or on Brightspace.
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.
Obligatory course materials
- The literature list will be included in the course information guide and published on Brightspace.
Course information guide:
- The course information guide will be published on Brightspace.
The reader, if any, will be published on Brightspace.
Recommended course materials will be published on Brightspace.
Registration for courses and exams takes place via MyStudymap. If you do not have access to MyStudymap (guest students), look here (under the Law-tab) for more information on the registration procedure in your situation.
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.
Co-ordinator: Marijke W. Melles
Work address: Company Law Department
Contact information: see below
Institute: Private Law
Department: Company Law
Room number secretary: B2.43
Opening hours: 9.00 – 17:00
Telephone number secretary: 071 527 7235