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