Corporate Law
Week 1-12
Week 1 - Company and Corporation Law
● What is a company?
● What is company law?
● Delaware
Week 2 - Formation of a Company
● What is formation?
● Who are the founders?
● Instrument of constitution
● Registration
● Digitalization
● Disclosure
● Capital and finance
● Acting for company in formation
Week 3 - Five Characteristics of a Company
● Structure of a company
● Main actors of a company
● 1. Legal personality
● 2. Limited liability
● 3. Transferability of shares
● 4. Delegated management under a board structure
● 5. Investor ownership
Week 4 - Board of Directors
● Convergence of board function
● Formation of agency problems
● Board of directors
● Composition of the board
● Board committees
Week 5 - Board of Directors, Roles and Duties
● Managing the company
● Representation
● Director’s duties
○ Duty of care
○ Duty of loyalty
● Court Review
Week 6 - Share Capital I
1
, ● Share capital accounting
● Debt and equity
● Share capital terminology
● Capital distributions
● Sources of finance
Week 7 - Share Capital II
● Share capital increase
● Minimum share capital
● Constituting share capital
● Share classes
● Dilution of stakes
● Capital protection rules
● Dividends
● Repurchase of shares
Week 8 - Shareholders and Shareholder Rights
● Who are the shareholders?
● Shares
● Investor ownership
● Berle and Means company
● Shareholder voting rights
● Shareholder rights (AGM and EGM)
Week 9 - Shareholders and Shareholder Rights II
● Appointments and removal
● Decision-making rights of shareholders
● Say on Pay
● Shareholders rights (shareholder proposals)
● Proxy fights
● Controlling shareholders and Minority shareholders
● Enhance control with low capital investment
● Minority shareholder protection
Week 10 - Mergers and Acquisitions I
● General
● Asset purchase
● Stock purchase
● Statutory merger
● Governance Techniques
Week 11 - Mergers and Acquisitions II
● Listed Companies (takeovers)
● Corporate Law Takeovers
2
,Week 1 - Company and Corporation Law
● What is a company?
○ A corporation is an artificial being, invisible, tangible, and existing only in
contemplation of law. Being a
mere create of law, it possesses
only those properties which the
charter of its creation confers
upon it, either expressly, or as an
incidental to its very existence
○ Trustees of Dartmouth College v
Woodward
● What is company law?
○ Law governing the creation,
operation and dissolution of
companies
● Delaware
○ Companies are free to incorporate
in any state regardless of whether
they are doing business there of
have any contact with this state
○ Most corporation are incorporated under the law of the state Delaware
■ Delaware General Corporation Law
○ Why Delaware?
■ Reputation to be friendly towards corporations (politically, taxes)
3
, Week 2 - Formation of a Company
● What is formation?
○ The whole process of establishing a company in accordance with national law,
including the drawing up of the company’s instrument of constitution and all the
necessary steps for the entry of the company in the register
● Who are the founders?
○ Individuals
○ Natural persons
○ Legal entity
■ Are they in accordance with the law
■ Different for public and private companies
○ Depending on type of company
■ Expertise for example
○ Depending on activities responsible for compliant establishment
■ Stated in national company law
● Instrument of constitution
○ Founders have to agree on the establishment of the company
○ This is done in the instrument of constitution
■ The name of this instrument is often different from country to country
● Articles of association or,
● Articles of incorporation or,
● Charter certificate of incorporation
○ Important elements:
■ The name of the company
■ The address
■ The nature of the business or purposes to be conducted
■ Capital or the total number of shares of stock the company can issue
○ Goal of the company
● Written objective
● Common in many countries
○ Ultra vires: beyond the power → duty to act in accordance
with the corporate objective
■ Companies shall not act outside of their written
objective
■ Directive 2017/1132 art. 9 → acts of a corporate
body shall be binding for the company, even if
those acts are not within the objects of the
company, unless such acts exceed the powers that
the law confers or allows to be conferred on those
organs
○ Other elements in constitution process
■ In some countries → instrument of constitution is part of a notarial deed
4
Week 1-12
Week 1 - Company and Corporation Law
● What is a company?
● What is company law?
● Delaware
Week 2 - Formation of a Company
● What is formation?
● Who are the founders?
● Instrument of constitution
● Registration
● Digitalization
● Disclosure
● Capital and finance
● Acting for company in formation
Week 3 - Five Characteristics of a Company
● Structure of a company
● Main actors of a company
● 1. Legal personality
● 2. Limited liability
● 3. Transferability of shares
● 4. Delegated management under a board structure
● 5. Investor ownership
Week 4 - Board of Directors
● Convergence of board function
● Formation of agency problems
● Board of directors
● Composition of the board
● Board committees
Week 5 - Board of Directors, Roles and Duties
● Managing the company
● Representation
● Director’s duties
○ Duty of care
○ Duty of loyalty
● Court Review
Week 6 - Share Capital I
1
, ● Share capital accounting
● Debt and equity
● Share capital terminology
● Capital distributions
● Sources of finance
Week 7 - Share Capital II
● Share capital increase
● Minimum share capital
● Constituting share capital
● Share classes
● Dilution of stakes
● Capital protection rules
● Dividends
● Repurchase of shares
Week 8 - Shareholders and Shareholder Rights
● Who are the shareholders?
● Shares
● Investor ownership
● Berle and Means company
● Shareholder voting rights
● Shareholder rights (AGM and EGM)
Week 9 - Shareholders and Shareholder Rights II
● Appointments and removal
● Decision-making rights of shareholders
● Say on Pay
● Shareholders rights (shareholder proposals)
● Proxy fights
● Controlling shareholders and Minority shareholders
● Enhance control with low capital investment
● Minority shareholder protection
Week 10 - Mergers and Acquisitions I
● General
● Asset purchase
● Stock purchase
● Statutory merger
● Governance Techniques
Week 11 - Mergers and Acquisitions II
● Listed Companies (takeovers)
● Corporate Law Takeovers
2
,Week 1 - Company and Corporation Law
● What is a company?
○ A corporation is an artificial being, invisible, tangible, and existing only in
contemplation of law. Being a
mere create of law, it possesses
only those properties which the
charter of its creation confers
upon it, either expressly, or as an
incidental to its very existence
○ Trustees of Dartmouth College v
Woodward
● What is company law?
○ Law governing the creation,
operation and dissolution of
companies
● Delaware
○ Companies are free to incorporate
in any state regardless of whether
they are doing business there of
have any contact with this state
○ Most corporation are incorporated under the law of the state Delaware
■ Delaware General Corporation Law
○ Why Delaware?
■ Reputation to be friendly towards corporations (politically, taxes)
3
, Week 2 - Formation of a Company
● What is formation?
○ The whole process of establishing a company in accordance with national law,
including the drawing up of the company’s instrument of constitution and all the
necessary steps for the entry of the company in the register
● Who are the founders?
○ Individuals
○ Natural persons
○ Legal entity
■ Are they in accordance with the law
■ Different for public and private companies
○ Depending on type of company
■ Expertise for example
○ Depending on activities responsible for compliant establishment
■ Stated in national company law
● Instrument of constitution
○ Founders have to agree on the establishment of the company
○ This is done in the instrument of constitution
■ The name of this instrument is often different from country to country
● Articles of association or,
● Articles of incorporation or,
● Charter certificate of incorporation
○ Important elements:
■ The name of the company
■ The address
■ The nature of the business or purposes to be conducted
■ Capital or the total number of shares of stock the company can issue
○ Goal of the company
● Written objective
● Common in many countries
○ Ultra vires: beyond the power → duty to act in accordance
with the corporate objective
■ Companies shall not act outside of their written
objective
■ Directive 2017/1132 art. 9 → acts of a corporate
body shall be binding for the company, even if
those acts are not within the objects of the
company, unless such acts exceed the powers that
the law confers or allows to be conferred on those
organs
○ Other elements in constitution process
■ In some countries → instrument of constitution is part of a notarial deed
4
