Specialisation Seminar - The Anatomy of Corporate Law 2200-1F018

https://kampus-student2.ckc.uw.edu.pl/

The classes will cover 4 groups of issues:

I. The methodology of doing research in the field of corporate (and commercial) law, with particular focus on drafting in-depth analyses (like longer final papers and master theses).

II. The analysis of the most recent corporate case law.

III. Guest speakers' presentations on selected corporate and commercial law issues.

IV. The analysis of fundamental corporate law issues from comparative, functional, and economic perspectives:
1. What is corporate law?
2. Agency problems and legal strategies
3. The basic governance structure the interests of shareholders as a Class
4. Minority shareholders and non-shareholder constituencies
5. Transactions with creditors
6. Related-party Transactions
7. Fundamental Changes
8. Control transactions
9. Corporate law and securities markets
10. Beyond the anatomy of corporate law;

Prerequisites (description)

The aim of the seminar is to uncover the fundamental issues of corporate and commercial law. The ultimate goal is understanding of key mechanisms of corporate law in the light of their functions and economic efficiency. To accomplish this purpose, each topic will be dealt with thoroughly with the usage of different legal methods, primarily dogmatic, case law studies, comparative, law and economy, and historic. Moreover, the students will practice the methodology of doing legal research, particularly focused on drafting longer papers and master theses.

Course coordinators

Konrad Osajda

Type of course

General:

elective seminars
proseminars

Term 2023:

proseminars
elective seminars

Mode

General:

Classroom
Blended learning

Term 2023:

Blended learning
Classroom

Learning outcomes

Knowledge:
- in-depth study of the legal regime of corporations
- identification and analysis of key fundamental problems of corporate law
- the newest case law in the field of corporate law;

Skills:
- improving ability of legal interpretation (particularly in the field of corporate law)
- developing the ability to analyze case law and literature critically,
- building skills in the field of drafting legal analyses and papers;

Assessment criteria

The evaluation of the course is based on the submission of one paper:
either a commentary to a recent judgment or a review of a recent publication in the field
(The following criteria apply to each paper:
length: 5-7 pages
font: Times New Roman 12
space: 1,5
margins: standard
format of file: docx, doc)
or a research paper (it may, but it does not have to, constitute a part of the future major research paper)
(The following criteria apply to each paper:
length: 15-20 pages
font: Times New Roman 12
space: 1,5
margins: standard
format of file: docx, doc)

Moreover, active participation during the classes resulting from preparing for the classes will be taken into account.

Practical placement

none

Bibliography

R. Kraakman, J. Armour, P. Davies, L. Enriques, H. Hansmann, G. Hertig, K. Hopt, H. Kanda, M. Pargendler, W.-G. Ringe, E. Rock, The Anatomy of Corporate Law. A Comparative and Functional Approach, Oxford University Press, Oxford 2017

Additional readings will be assigned in the course of the seminar.

Notes

Term 2023:

none

Additional information

Additional information (registration calendar, class conductors, localization and schedules of classes), might be available in the USOSweb system:

Description of 2200-1F018 in USOSweb