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2013/2014  KAN-CM_M91  Comparative Corporate Law and Governance

English Title
Comparative Corporate Law and Governance

Course information

Language English
Exam ECTS 7.5 ECTS
Type Elective
Level Full Degree Master
Duration One Semester
Course period Spring
Changes in course schedule may occur
Monday 13.30-15.10, week 6,8,10,12,14,16,18,20
Wednesday 08.00-09.40, week 6,8,10,12,14,16,18,20
Time Table Please see course schedule at e-Campus
Study board
Study Board for MSc in Economics and Business Administration
Course coordinator
  • Georg Ringe - Law Department (LAW)
Secretary - Trine Buch: tb.jur@cbs.dk
Main academic disciplines
  • Business Law
  • Globalization, International Business, markets and studies
  • Management
  • Corporate and Business Strategy
Last updated on 23-10-2013
Learning objectives
The course aims at the development of personal competences, including to
1. Enhance ability to apply legal analysis to critical business problems
2. Improve rhetorical, persuasive and other skills needed to argue successfully both in written and oral form
3. Increase experience in group work

At the end of the course the student should
• Demonstrate an understanding of the general principles and specific rules of corporate law that affect business in different jurisdictions
• Intelligently discuss problems that may arise for business organization in different countries, and potentially cross-border
• Thoughtfully select and persuasively apply the law in order to resolve specific legal problems encountered by business
• Thoughtfully reflect on the impact of the law on the business community
Course prerequisites
No previous legal training is necessary
Comparative Corporate Law and Governance:
Examination form Written sit-in exam
Individual or group exam Individual
Assignment type Written assignment
Duration 4 hours
Grading scale 7-step scale
Examiner(s) Internal examiner and external examiner
Exam period May/June
Aids allowed to bring to the exam Open book: all written and electronic aids, including internet access
Make-up exam/re-exam
Same examination form as the ordinary exam
If the number of registered candidates for the make-up examination/re-take examination warrants that it may most appropriately be held as an oral examination, the programme office will inform the students that the make-up examination/re-take examination will be held as an oral examination instead.
Course content and structure
Course Content
The course intends to explore the implications of corporate law (including corporate governance) for business activity. Every firm normally chooses to operate under a specific legal system in order to derive a number of benefits such as having a separate legal personality or enjoying limited liability. Yet corporate legal systems around the world vary in how they respond to the needs of business organisation.
We will analyse how law can best respond to business’ needs, in particular taking into account factors such as shareholder structure and industrial activities. Against this benchmark, we will evaluate various topics such as board structure, the role of shareholders, takeovers, creditors, etc., and see how the various objectives may be reconciled. The focus will be on the laws of the US, the UK, and Germany. The course offers a unique opportunity to reflect about the role and impact of law on business organization.
Teaching methods
The teaching will take the form of lectures, discussions of recent cases, and interactive forms of teaching such as presentations and discussion sessions. Detailed instruction on how to complete the final exam will be conveyed throughout the course.
Expected literature
The main book for the course will be
  • Kraakman et al, The Anatomy of Corporate Law (2nd edition 2009)
Additionally, students will be expected to read articles, for example
  • chapters from Easterbrook and Fischel, The Economic Structure of Corporate Law (Harvard University Press, Cambridge, MA, 1991)
  • Hansmann and Kraakman, ‘The Essential Role of Organizational Law’ (2000) 110 Yale Law Journal 387
  • Gilson, ‘Globalizing Corporate Governance: Convergence of Form or Function’ (2001) 49 American Journal of Comparative Law 329
  • Dyck and Zingales, ‘Private Benefits of Control: An International Comparison’ (2004) 59 Journal of Finance 537
Last updated on 23-10-2013