コース要綱

比較企業法専門研究Ⅰ

(Comparative Studies in Business Law Ⅰ)

 

[Lecture Course Basic Information]

Lecturer:

上田 純子 UEDA, Junko

Other Lecturers:
Course Type: Seminar
Semester: Summer
Year: M1 & M2
Course Periods: Intensive
Credits: 2
Whether mandatory or not:
Classroom:

 

Outline of Lecture Course This course aims to present and explore contemporary issues in the realm of company law in major jurisdictions. The reading materials used throughout the course will be provided some weeks in advance; each student will be required to make a presentation at least once during the course, by choosing a topic from the materials, followed by a whole-class discussion. 
Course Objectives

The goal of the course is to understand the major issues in company law and to decide on your own views on them. Then, the students are expected to use the information and knowledge obtained from the classes to develop and incorporate these opinions into their own legal regimes.

Textbooks

A. Cahn and D. C. Donald, Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA, 2nd edition, Cambridge University Press, 2018

Course Materials/Supplementaries

Supplementary material (handouts or ppt slides) will be provided in each class. 

Assessment

Assessment will be based on the following:

・Class attendance and participation

・Presentation

・A report on a particular issue based on the provided materials, to be submitted at the end of the course

Prerequisites

There are no prerequisites for this course. However, students are expected to show their strong interest and enthusiasm in the study of company law and to actively participate in each class.  

Instructions for Out-of-Class Study

Each student is required to read through the provided materials and survey the points of discussion before attending each class meeting. Also, after the course closes, she/he is expected to study the issues of interest on her/his own.

Responding to Student Questions

The students may raise any questions during the course either in person, or by email or any other means. Even before the course begins or after the course closes, they may contact the course instructor by email for their further questions, comments or requests.

Other Notes

 

Lecture Theme Lecture Course Description Learning outside the class Related page

Introduction

Overview of the course and the basic structures of company law.

 

Business organizations

Part 1

The different legal forms of business organizations and their comparison in the major jurisdictions.

 

Business organizations

Part 2

Further discussion of the different legal forms of business organizations and their comparison in the major jurisdictions.

 

Incorporation and its capital

Part 1

Company incorporation procedure in the major jurisdictions, and theoretical issues regarding incorporation.

 

Incorporation and its capital

Part 2

The procedure for constituting the initial share capital and increasing the share capital thereafter in the major jurisdictions, and the theoretical and practical issues regarding the share capital.

 

Incorporation and its capital

Part 3

Distribution of dividends and repurchase of shares, the maintenance of share capital and classes of shares.  

 

Corporate governance:

management

Part 1

Directors and officers of the company and their powers.

 

Corporate governance: management

Part 2

Directors’ duties of loyalties, good faith and care under the corporate statutes as well as directors’ duties of listed companies under the codes in the major jurisdictions.

 

Corporate governance: management

Part 3

Judicial review of management decisions: a study of representative cases in the major jurisdictions.

 

10

Corporate governance:

management

Part 4

The issues of executive pay in the major jurisdictions.

 

11

Corporate governance: The members

Part 1

Issues related to shareholder rights and their exercise in the major jurisdictions.

 

12

Corporate governance: The members

Part 2

The procedure and power of shareholders’ meetings in the major jurisdictions.

 

13

Corporate governance: The members

Part 3

Judicial enforcement of shareholder rights.

 

14

Corporate governance: The members

Part 4

The roles and responsibilities of institutional investors in the listed companies particularly in the codes.

 

15

The market for corporate control

Issues regarding corporate acquisitions including TOBs, LBOs and MBOs.

 

※Students who wish to enroll as a member should access the URL below.
Log in using the Nagoya University ID and password, and click on "Enroll in Course".

https://canvas.law.nagoya-u.ac.jp/enroll/6A8XGK

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