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Summary - Corporate Law (LAW-1KPRIV2-22)

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Summary of Corporate law.

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  • June 18, 2023
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Lecture 01 --> Introduction to corporate law


Trigger questions

 Company, a legal person, what does that mean
 Difference: natural person v. legal person ?
 What rights do companies have ? What duties ?
 Can a company be punished, like you and me?

o .. in this course, we study characteristics of companies

01: What is company law?

 Influential role society, economies
 Understand dynamics (int’l) business activities
o (intl) commercial transactions
o (intl) trade, free market
o neo-liberalization & globalization
 It is important because
o company law regulates companies and the environment in which they move, i.e.
capital market
o company: organisational structure for businesses .. but what does it encompass


Terminology

 ‘company’ or ‘corporation’ – differences?

 “incorporated" type of business business form with compliance to certain formalities

What does the term ‘company’ mean?


Linguistically, origins?


 From late Latin companio, literally "bread fellow, messmate, com "with, together" + panis
"bread”
 mid-12c. Old French compagnie "society, friendship, body of soldiers", large group
 from late 13c. Sense of "business association" first recorded 1550s, having earlier been used
in reference to trade guilds (c. 1300)

,  .. link to ‘conducting business’, sense of formalized form (incorporated)



Terminology


 ‘company’ or ‘corporation’ – differences?
o UK: company (public or private)
o US: corporation
o EU: undertaking (public or private)
o NL: corporation (open or closed)
o Germany: corporation (private limited / public stock)
 For the purpose of this course: used interchangeably


Public or Private
Open or Closed

Other terminology (readings Week1)
 Capital market, securities, Share capital or debt, Liquidation, Assets, Residual rights,
Shareholders, Directors, Dividends, Insolvency etc.
 By the end of the course you will understand the vocab




Corporate law Business law

 Formation of business  All areas that relate to
 Forms (i.a.) companies HOW to do business

 Legal operation of business  Regulates whatever you
for MS (functions, rights need to do business (i.a.
and duties of key actors) employment law, contract
law, tax law)




What can we add to the mix to formulate a definition

,02: Which legal frameworks?

Choice for national jurisdictions - Dominant jurisdictions for developing corporate law


 Germany: Civil law tradition and MS (EU) – NLs, similar
 UK: Common law tradition and MS (EU)
 US: common law tradition
o But: each US state has its own statue
 p.e. Delaware: Delaware State law & Case law Delaware courts

Which legal framework applies? --> Depends on selected jurisdiction & its statues

Legislation on company law

 Spread out between various statutes. But, in a broad sense, you can recognize a basic act
o e.g. UKCA 2006 is the basic act in UK


The concept of “partnership” and “company”

 Laid down and defined in each relevant jurisdiction
 e.g. Partnership Act 1890 in UK and UKCA2006, respectivel

, Legislation – national (UK, France, Germany)

Relevance of national legislation on corporations

 Registered companies can only be created because national legislation permits them to be
created

o (legal status and legal consequences are established by law)


 Also: primary source on how companies are operated (legal actions of a company are
determined by law)


́hard law ́ = legally binding rule of law



Legislation – Relationship national & EU Law

How does EU Law influence MS national rules of Corporate Law?


In case of membership of EU:
Several
Directives
pursuant
to Treaty
of Rome
are
relevant
 O
bj
ec
ti
ve
s
of
:

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