Corporate Law
Week 1:
What is the company and other business forms, and what is company law? (part of the
exam)
- video materials
- Reading materials
KC 1- Company and corporation video
The corporation is an artificial being, invisible, intangible, and existing only in contemplation
of law. Being a mere creature of law, it possesses only those properties which the charter of
its creation confers upon it, either expressly or as incidental to its very existence.
Company v. corporation. In the United States, each state has created its corporate law.
What we in Europe call a company, in the US, might be called a corporation. It
approximately means the same thing as a company used as a word in the European context.
KC 2- Company and other business forms video
company and corporations and business forms in the US
1 2 3 4 sole
corporati companie partnersh
general proprietors
ons
S s ips
partners hip
corporati hip
on Limited
liability limited sole
C compan partners propriet
corporati y hip orship
on limited
liability
partners
hip
Company and corporation and business forms in the UK:
, 3 sole
proprietors
1 2
hip
companies partnershi
private partnership
ps
company
limited
partnershi sole trader
public p
company limited
liability
partnership
Note that there are no corporations because the UK considers companies to be
corporations. We will mainly look at the public companies.
KC 3- Company law video
what is company law? The law governing the creation and operation of companies.
(Trustees of Dartmouth College v. Woodward: “a mere creature of law”). Companies exist by
the law (common Act of Parliament)
Nuances:
1. Jurisdiction
a. Common at the national level: UK, France, Germany, The Netherlands etc.
b. Sometimes at State level: US: California Corporation Code, Texas Business
Corporation Act, etc.
2. Supra-jurisdiction level:
European law: especially Company Law Directives, but also securities regulation:
Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of
company law (codification), Pb. L. 169 of 30 June 2017.
US Federal: Securities regulation
3. Other influential laws at jurisdiction level
example: insolvency law, but also public law, contract law etc.
4. Case law
5. yet another source of ‘law’: Corporate governance codes
soft law with principles and best practices: comply or explain principle
Almost all countries, some supra-national, some part of country.
*our approach.. we have a comparative focus, but mostly focus on exploring the rationale
behind important business law rules
main jurisdictions:
- UK (common law)
- US (common law)
- Continental European countries (civil law)
but some other jurisdictions will also be considered.*
introduction to the jurisdictions: US
Companies are free to incorporate in any state regardless of whether they are doing
business there or have any contact with this state.
,Most corporations are incorporated under the law of the State of Delaware!
introduction to the jurisdictions: Europe and the UK
notes:
1, most EU rules affect national Member States' company laws, and some have a European
mindset; for example, Societas Europeae (European Company)
2, European rules:
- Regulations, a binding legislative act. It must be applied in its entirety across the EU.
- Directives, set out a goal that all EU countries must achieve. However, it is up to the
Member States to devise their own laws to reach these goals.
- Recommendations are not binding. A recommendation allows the institutions to make
their views known and to suggest a line of action without imposing any legal
obligation on those to whom it is addressed.
reading on Ipad.
Chapter 1 is highlighted, chapter 2 mostly highlighted
lecture 1; notes
last 2 lectures, exam preparation, other weeks are all content related.
● Final written exam = closed-book (180 minutes)
● last lecture(s) is dedicated to exam prep
how to gain the most of corporate law
● read in advance of the class
● write down questions and seek answers
● Re-practice class questions
● be proactive
—----------------------------
“whiitout law no companies”
came into existence, around industrial revolution. Because of the increasing funds needed
by ‘companies’, and the need for protection when investing money into a business.
● Corporate law exclusively depends on national law, differs for every jurisdiction.
The UK has private and public companies, this occurs as well in many other jurisdictions.
Law governing the creation, operation and dissolution of companies
Trustees of Dartmouth college v. Woodward: “a mere creature of law”
companies exist by the law (common act of parliament)
nuances (ctd):
5 yet another source of ‘law’: Corporate governance codes
soft laws with principles and best practices: comply or explain principle
almost all countries, some supranational, some part of country.
you must comply with the rules that have been set out in the corporate governance rules, or
you explain why you would not want to obey. (explained in chapter 1 or 2)
why Delaware
, according to the literature: reputation to be friendly towards corporations
● political consensus to keep the Delware Corporation law modern and up-to-date
○ exampl: virtual shareholders’ meeting
○ low administrative burden
● experienced judges
● (tax policy)
Video lectures. Week 2
FIVE Characteristics: Video 1
The company:
video 2
Legal personality
basic legal characteristics (contractual efficiencies):
● Legal personality
● Limited liability
● transferability of shares
● Delegated management under a board structure
● Investor ownership
Legal personality: the company is a separate legal person
● serve as a contracting party
● shareholders: owners of the shares not the assets (real owner of the assets is the
company itself)
separate patrimony (demarcation of a pool of assets)
● entity shielding:
○ priority rule: creditors of the company have a first claim on the assets
of the company and
○ Liquidation protection: shareholders (or their creditors) cannot
withdraw their share of the company’s assets at will
● This separate patrimony distinguishes the company form a sole
proprietorship.
○ a soleproprietor is in fact having and holding its own assets in its own
hands. and a natural person holds the assets? consequently even if
the soleproprietor is a business, it is still acting on its own name and
behalf.
The company could be considered asa nexus of contracts (theory).
Week 1:
What is the company and other business forms, and what is company law? (part of the
exam)
- video materials
- Reading materials
KC 1- Company and corporation video
The corporation is an artificial being, invisible, intangible, and existing only in contemplation
of law. Being a mere creature of law, it possesses only those properties which the charter of
its creation confers upon it, either expressly or as incidental to its very existence.
Company v. corporation. In the United States, each state has created its corporate law.
What we in Europe call a company, in the US, might be called a corporation. It
approximately means the same thing as a company used as a word in the European context.
KC 2- Company and other business forms video
company and corporations and business forms in the US
1 2 3 4 sole
corporati companie partnersh
general proprietors
ons
S s ips
partners hip
corporati hip
on Limited
liability limited sole
C compan partners propriet
corporati y hip orship
on limited
liability
partners
hip
Company and corporation and business forms in the UK:
, 3 sole
proprietors
1 2
hip
companies partnershi
private partnership
ps
company
limited
partnershi sole trader
public p
company limited
liability
partnership
Note that there are no corporations because the UK considers companies to be
corporations. We will mainly look at the public companies.
KC 3- Company law video
what is company law? The law governing the creation and operation of companies.
(Trustees of Dartmouth College v. Woodward: “a mere creature of law”). Companies exist by
the law (common Act of Parliament)
Nuances:
1. Jurisdiction
a. Common at the national level: UK, France, Germany, The Netherlands etc.
b. Sometimes at State level: US: California Corporation Code, Texas Business
Corporation Act, etc.
2. Supra-jurisdiction level:
European law: especially Company Law Directives, but also securities regulation:
Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of
company law (codification), Pb. L. 169 of 30 June 2017.
US Federal: Securities regulation
3. Other influential laws at jurisdiction level
example: insolvency law, but also public law, contract law etc.
4. Case law
5. yet another source of ‘law’: Corporate governance codes
soft law with principles and best practices: comply or explain principle
Almost all countries, some supra-national, some part of country.
*our approach.. we have a comparative focus, but mostly focus on exploring the rationale
behind important business law rules
main jurisdictions:
- UK (common law)
- US (common law)
- Continental European countries (civil law)
but some other jurisdictions will also be considered.*
introduction to the jurisdictions: US
Companies are free to incorporate in any state regardless of whether they are doing
business there or have any contact with this state.
,Most corporations are incorporated under the law of the State of Delaware!
introduction to the jurisdictions: Europe and the UK
notes:
1, most EU rules affect national Member States' company laws, and some have a European
mindset; for example, Societas Europeae (European Company)
2, European rules:
- Regulations, a binding legislative act. It must be applied in its entirety across the EU.
- Directives, set out a goal that all EU countries must achieve. However, it is up to the
Member States to devise their own laws to reach these goals.
- Recommendations are not binding. A recommendation allows the institutions to make
their views known and to suggest a line of action without imposing any legal
obligation on those to whom it is addressed.
reading on Ipad.
Chapter 1 is highlighted, chapter 2 mostly highlighted
lecture 1; notes
last 2 lectures, exam preparation, other weeks are all content related.
● Final written exam = closed-book (180 minutes)
● last lecture(s) is dedicated to exam prep
how to gain the most of corporate law
● read in advance of the class
● write down questions and seek answers
● Re-practice class questions
● be proactive
—----------------------------
“whiitout law no companies”
came into existence, around industrial revolution. Because of the increasing funds needed
by ‘companies’, and the need for protection when investing money into a business.
● Corporate law exclusively depends on national law, differs for every jurisdiction.
The UK has private and public companies, this occurs as well in many other jurisdictions.
Law governing the creation, operation and dissolution of companies
Trustees of Dartmouth college v. Woodward: “a mere creature of law”
companies exist by the law (common act of parliament)
nuances (ctd):
5 yet another source of ‘law’: Corporate governance codes
soft laws with principles and best practices: comply or explain principle
almost all countries, some supranational, some part of country.
you must comply with the rules that have been set out in the corporate governance rules, or
you explain why you would not want to obey. (explained in chapter 1 or 2)
why Delaware
, according to the literature: reputation to be friendly towards corporations
● political consensus to keep the Delware Corporation law modern and up-to-date
○ exampl: virtual shareholders’ meeting
○ low administrative burden
● experienced judges
● (tax policy)
Video lectures. Week 2
FIVE Characteristics: Video 1
The company:
video 2
Legal personality
basic legal characteristics (contractual efficiencies):
● Legal personality
● Limited liability
● transferability of shares
● Delegated management under a board structure
● Investor ownership
Legal personality: the company is a separate legal person
● serve as a contracting party
● shareholders: owners of the shares not the assets (real owner of the assets is the
company itself)
separate patrimony (demarcation of a pool of assets)
● entity shielding:
○ priority rule: creditors of the company have a first claim on the assets
of the company and
○ Liquidation protection: shareholders (or their creditors) cannot
withdraw their share of the company’s assets at will
● This separate patrimony distinguishes the company form a sole
proprietorship.
○ a soleproprietor is in fact having and holding its own assets in its own
hands. and a natural person holds the assets? consequently even if
the soleproprietor is a business, it is still acting on its own name and
behalf.
The company could be considered asa nexus of contracts (theory).
