Corporate law practice today often involves doing business with corporations governed by the laws of different countries, which requires a basic understanding of how corporations operate across jurisdictions.

This course will explore core topics in comparative corporate law and comparative corporate governance, focusing on the U.S. and the major European jurisdictions, as well as East Asia and emerging markets to a lesser extent. Although the corporation seems to be a universal building block of business development, corporate law and governance systems exhibit considerable diversity, as do the economic systems within which corporate law operates. The goal of the course is twofold. First, it will provide an overview of differences in corporate law and governance across jurisdictions. Second, participants will explore current academic thinking on how the respective economic and political framework has shaped the development of corporate law and corporate governance institutions. Topics to be covered include comparative governance structures; board structures; conflicts of interest between managers, shareholders, and other stakeholders, such as employees; investor protection and enforcement of corporate law; and control transactions and takeovers.

The class will focus both on law and on policy, and therefore rely to a considerable extent on class participation. Students are expected to prepare the assigned readings.


Monday, December 10
• Types of business organization in international comparison
• Corporate ownership structures and the influence of law and politics

Wednesday, December 12
• The board of directors: Board structure and operation
• The balance of powers between boards and shareholders

Friday, December 14
• Employee representation on the board and the shareholder-stakeholder debate

Monday, December 17
• Self-dealing and the protection of minority shareholders

Wednesday, December 19
• Shareholder litigation and the enforcement of corporate law

Friday, December 21
• Control transactions and hostile takeovers