Successful completion of this course should enable a student objectively to approach a foreign law and fully evaluate its regulatory impact on a stock corporation. Every student should receive a basic understanding of many aspects of company law in the United States, the United Kingdom and Germany, as well as how these sets of law may be distinguished from Hong Kong law, and where relevant, Chinese law. Students will also see how on a global scale, ideas on and models of company law exercise their influence from one country to another.

Students will learn, among other things, how to
Approach a foreign corporate law so as to accurately grasp its essential characteristics,
Look for rules of similar function and impact in different bodies of law,
Evaluate the real impact on a company of a jurisdiction’s company law rules,
Avoid home law bias when studying the foreign company law, and
Evaluate national company law according to the best global standards.

TOPICS COVERED IN THE COURSE

This course will explore and compare the laws of Germany, the United Kingdom, the United States and Hong Kong with respect to:

The law applicable to corporations
What does company law cover and how are foreign companies regulated in each jurisdiction? How far can a guest jurisdiction go in regulating foreign companies?

The incorporation of companies and the constitution of their share capital
How formal should the incorporation process be? Do strict, statutory requirements on paying for and constituting capital serve a public interest?

Capital maintenance
As creditors contract for their own protection, how much creditor protection should a company law contain? Is the current EU creditor protection effective?

Checking abuse by directors
Directors have the power to control the company and its assets, and need freedom to exercise their expert judgment. They can misuse this power to their own benefit. How should company law check potential abuse? Are general standards of behavior enough or should the law contain detailed rules?

The role of members
Members own companies, yet lack most of the traditional powers of ownership. This limited ownership allows the company to function efficiently. How much decision-making power should shareholders have? How easily should they be able to sue management?

Corporate groups
Each company is a separate entity. In reality, however, a group of separate companies are often operated under common ownership as a single economic unit. When should the logic of legal doctrine bend to the needs of economic efficiency?

Takeovers
Shares of stock in public companies are by nature transferrable. Thus a buyer can seek to purchase a company by bidding for its shares. Given that shareholders are often dispersed and without first-hand knowledge of the company’s current business plan and that directors have strong incentives to thwart a hostile bid for the company, how should takeover bids be regulated? How much power should company directors have to “protect” the company from a bidder in these circumstances?

Registration Code
Any student wants to take the course, please meet the TA on 3/2 Friday afternoon(12:00-13:00) at room 1801.TA will deliver the registration code.The contact information of TA as follows:

Junghan Chang
r05a21080@ntu.edu.tw

Changing classroom
Due to the convenience for discussion, the room for each time is changed as below:
Date(Room)
5/11 Fri. 1502 (5th floor)
5/14 Mon. 1304 (3rd floor)
5/16 Wed. 1701 (7th floor)
5/18 Fri. 1701 (7th floor)
5/21 Mon. 1304 (3rd floor)
5/23 Wed. 1304 (3rd floor)
5/25 Fri. 1701 (7th floor)
5/28 Mon. 1304 (3rd floor)