Comparative Corporate Law (LLM) LAW5203
- Academic Session: 2022-23
- School: School of Law
- Credits: 20
- Level: Level 5 (SCQF level 11)
- Typically Offered: Semester 2
- Available to Visiting Students: No
- Available to Erasmus Students: No
This course will provide an in-depth examination of comparative corporate law. It will focus on three leading jurisdictions: the UK, US (with the particular consideration of Delaware law where almost have of the US listed companies is incorporated) and Germany, but some references will be made to the EU law as well. This course will deal with the comparative law theory and will introduce students to the various methodologies and schools of thought through a variety of broad debates, such as harmonisation, convergence of legal systems, path dependence theory, legal families and legal transplants. These theoretical and methodological approaches will be mapped on the following applied topics to provide a more contextual approach to corporate law: incorporation of the company, piercing the corporate veil, share ownership structure patterns, shareholder voting rights, harmonisation of the EU company law, Corporate Governance Codes, directors' duties, including duties in the zone of insolvency.
Hence, this course will scrutinise the important debates in company law regarding the nature of the corporation, its limitations, and the role of various actors within the company such as directors, shareholders and creditors (please note that topics such as the corporate purpose and the role of various stakeholders within the company will not be discussed in this module as they are covered in depth in Corporate Governance, and Corporate Social Responsibility and the Law - which students interested in company law are encouraged to choose as well).
10 x 2 hours seminars
The course is assessed by an essay of 1500 words (25%) and a 2-hour final online and open-book examination (75%). The latter is subject to the University and School of Law supporting online examinations for the LLM. If not, the examination will be in-person.
Main Assessment In: April/May
This course aims at introducing students to some of the core ideas in comparative corporate law, with a particular focus on the UK, US and Germany. It also aims at fostering students' critical evaluation of the comparative law theory and providing students with an in-depth understanding of these important legal traditions.
Intended Learning Outcomes of Course
By the end of this course students will be able to:
■ have a detailed understanding of the comparative methodologies;
■ demonstrate critical awareness of the comparative law theory;
■ map out various theoretical and methodological approaches onto the applied corporate law topics such as: incorporation of the company, share ownership structure, shareholder voting rights, directors' duties, Corporate Governance Codes;
critically engage with current debates and reform proposals in the field.
Minimum Requirement for Award of Credits
Students must submit 100% by weight of the components (including examinations) of the course's summative assessment.