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LEARNING OBJECTIVES:
After having participated in the course, students will be able to identify, describe and interpret the legal differences between companies with share capital and personal companies, as well as identifying, describing and interpreting the relevant legal distinctions between different kinds of companies with share capital and between different kinds of personal companies. In particular in relation to companies with share capital, students should be able to describe, explain, analyse and evaluate the more detailed rules on:
- company formation
- shares in companies
- the financing of companies and the protection of the company's equity capital
- the organisation of the company's management
- general meetings and the protection of minority shareholders
- the civil and criminal liability of shareholders, management and auditors
- the establishment and regulation of business undertakings
- winding-up and restructuring.
Students will be able to identify and describe corporate governance and the principles of good company management which are not regulated by laws.
In relation to the above, students should be able to identify the relevant sources of law, including case reports, and apply their own legally correct arguments in clear and precise language. In particular in relation to the cases reviewed, students should be able to describe and argue how the individual judgments contribute to an understanding/clarification of a given problem in company law.
COURSE DESCRIPTION:
The aim of the course is to give students a basic understanding of company law, including its place within the legal system, as well as of the different types of companies and the legal basis for each type.
COURSE SUBJECT AREAS:
The teaching will be arranged so the individual types of company are considered so that these types can later be identified. The main emphasis of the course will consist of a review of the legislation that regulates public and private limited companies, including the EU's harmonisation of company law in this area. The principles of good company management which are not regulated by laws will also be discussed. Finally, the course will include a review of the rules regulating partnerships, cooperative companies, limited partnerships and trusts.
REQUIRED COURSES:
None.
LECTURER:
Lars Segato.
TEACHING METHOD:
3 weekly lectures.
LITERATURE:
The reading for joint stock and private companies (aktie- og anpartsselskaber) is based on Paul Krüger Andersen's textbook "Aktie- og anpartsselskabsret", 10. udgave, 2006, Jurist- og Økonomforbundets Forlag. Chapters 1-4 should be known in outline (kendskabsstof), and no separate examination questions will be made in the topics of these chapters.
The reading for the other types of companies is based on Noe Muncks og Lars Hedegaard Kristensens textbook "Selskabsformerne - lærebog i selskabsret", 5. udgave, chapters 3, 4, 10 og 11. Chapter 1 can be read in outline.
Law reports (Udvalgte offentliggjorte domme)
Total number of pages to be read: Approx. 600 + ca. 150 outline reading + law reports.
FORM OF ASSESSMENT:
Oral examination of 20 minutes' duration, without preparation.
EXAMINATION AIDS ALLOWED:None
