This course will provide a comprehensive survey of the law of business organization in Western Europe (Germany, France and England). Students will become acquainted with basic private and commercial law concepts on which the law of business organizations is built. The typology of business organizations will be explained, especially the structural differences between unincorporated (partnerships) and incorporated enterprises (companies). Particular emphasis will be put on the formation of business organizations, the raising of capital, the governance structure, the rights of partners and shareholders, the protection of creditors, the affiliation of companies, and the problem of codetermination by labour representatives. The course will be based on a comparative analysis of national laws. The course is intended to provide students an understanding of the reasons why legal systems based on market economies have developed different types of business organizations. Also, they will be able to realize that the choice of a special legal form by the parties who want to set up a business organization always depends on the economic objectives of the parties. At the end of the course, students should be able to advise some hypothetical clients which choice would be best for their specific purposes.
The course will be taught on the basis of extensive class materials, including the relevant statutes as well as analytical comments. For further references, the following book should be available at the library.
Alfred P. Conard Corporations in perspective, The Foundation Press Inc., Mineola, New York (1976)
Other books may occasionally be referred to according to their availability.
A detailed syllabus will be handed out at the beginning of the course.
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