Corporate Governance & Compliance – a Comparative Perspective (US, UK and Europe) (Seminar)

3 ECTs / Semestral / Inglês

Learning Outcomes

By finishing the course successfully, the student will:

  • Acquire general theoretical knowledge on corporate/company law in the US (primarily Delaware) and the UK, & how these systems differ from Civil Law company law systems;
  • Learn how such Common Law systems protect against "agency problems" by demanding director and officer compliance with statutory, fiduciary and common law duties, and the legal risk to such decision-makers for their failures to run the company successfully in the interest of members (considering at times other stakeholders);
  • Learn how the key laws (UK Companies Act of 2006 and the DGCL) impact the duties of corporate decision-makers in both places, and provide shareholders with rights to call such to account for breaches of fiduciary and compliance duties;
  • Be able to assess the differences in corporate cultures, rules, best-practices and case law approaches as regards expectations and risks for directors and officers in the UK and US.

Syllabus

  1.  US CORPORATE LAW: The Delaware Example, the national point of reference;
  2. US directors duties and key case law;
  3. UK COMPANY LAW: The Companies Act 2006 and related legislation such as The Company Directors Disqualification Act;
  4. HOW SECURITIES LAW REQUIREMENTS INTERACT UNDER THE US CORPORATE SYSTEM (vs. the less-litigious, yet evolving, UK situation: litigation finance and litigation insurance);
  5. CONCLUDING COMPARISONS BETWEEN THE TWO SYSTEMS (two systems that are similar and coverging, but also different and jealously autonomous in their development.

 

Faculty

Docente Convidado
Graduado pelo Providence College, pelo Graduate Institute of International and Development Studies e pela Boston College Law School. Ph.D. summa cum…