Fundamentals of Corporate Legal Services

The general aim of the course is that students shall achieve a general understanding of different corporate governance and corporate law systems, combined with a deeper understanding of special problems of comparative and international corporate law.

After having completed the course participants are expected

• • To understand the role of companies and other corporations in society, in particular their role in economies in a modern, historical, national or international context,
  • To understand how corporation law fits together with contract law, securities law and corporate governance,
  • To understand contemporary legal discourse on corporation law, in particular company law and corporate governance.
  • To identify and apply corporation law's law finding methods in order to solve legal problems.
  • To, with the help of comparative law finding methods, identify and argue the merits of different solutions to legal problems.
  • To understand the interplay between law and public policy such as economic efficiency, equality and sustainable development.

CONTENT

• • Corporate governance systems.
  • Corporate regulation (legislation, public policy, non-mandatory and mandatory regulation, large and small companies).
  • Company formation (effects of incorporation, limited liability, disregard of corporate personality).
  • Shares and venture capital (capital formation, venture capital, investments, etc.).
  • Shareholders (shareholders' rights, duties of controlling shareholders, general duties, minority protection).
  • Shareholders' agreements (binding effect in law, different variants).
  • Directors and managers (definitions, duties, and liabilities).
  • Corporate transactions (legal capacity, authority of directors and managers, third party protection).
  • Capital (dividends, repurchases etc., capital protection).
  • Mergers and Acquisitions (valuation, agreements, cross border transactions).
  • Corporate group law (regulatory models, group interest, impact of corporate group law rules).

TRAINING METHODOLOGY

The training methodology combines lectures, discussions, group exercises and illustrations. Participants will gain both theoretical and practical knowledge of the topics. The emphasis is on the practical application of the topics and as a result participant will go back to the workplace with both the ability and the confidence to apply the techniques learned to their duties.