Comparative Corporate Law
Today, it would not be uncommon to see a multinational enterprise (MNE) say, incorporated in Delaware, with a headquarter in Minnesota, subsidiaries in China, Poland and Brazil and doing business with corporations incorporated in Germany, India, Italy, Japan, and UK. Although the corporate form seems to be a universal building block of business development, corporate law and governance systems exhibit considerable diversity, as do the economic systems within which corporate law operates. This course will provide an overview of differences in legal regulation while looking at how the respective economic and political framework has shaped the development of corporate law and corporate governance institutions. Topics to be covered include comparative governance structures; board structures; conflicts of interest between managers, shareholders, and other stakeholders; investor protection and enforcement of corporate law; control transactions; the role of gatekeepers; creditor protection and corporate bankruptcy; and the role of the state and corporate governance in emerging economies.
We will read and discuss current articles and working papers on a series of topics on corporate law and comparative corporate governance focusing on the U.S. and the major European jurisdictions such as UK, France, Germany, and Italy, with some excursions to Japan and to transition economies including China and India.
The papers selected are at the cutting edge of the discipline and will allow us have valuable discussions during the class. This seminar may be particularly interesting to students considering career focusing on corporations globally.Credits: 2