Global Corporate Law
Global Corporate Law
2025/2026
,Lecture 1:
Dutch Private Law
In this course corporation and company are used interchangeably because they share the same
legal entity.
Law is quite complex because it’s composed of legal rules that can be found in legislations and
case law and these rules guide behavior.
What is company law? → Civil law or private law. You vs. the state. However in some
perspective, some can be public law (capital market → securities, shares that you buy). All other
aspects of company law are private law. We are in a horizontal relationship with the government.
Civil law is sometimes used as a different word for private law. But common law is used when
looking at the world (see below). In civil law the government is typically not a party. Less about
you vs. the government but more about you and the companies the company deals with.
In Public Law the government plays quite a big role.
→ Introduction to the jurisdictions: US
In the US companies are free to incorporate in any state regardless of whether they are doing
business there or have any contact with this state. Most laws are handled by the state but there
are some federal laws that hold for the whole country. Delaware is a key focus due to its
significant role in corporations. It's corporate friendly and has modern rules and it facilitates
efficient dispute resolution through its specialized Court of Chancery, minimal administrative
burdens.
Most corporations are incorporated under the law of the state of Delaware. So even though they
are, for example, situated on Wall Street, they originate from Delaware. Why this magnetic pull
towards Delaware? → Incredibly modern and flexible rules.
1
,→ Common Law vs. Civil Law
Distinction between civil law and common law: common law is more flexible than civil law. The
primary source of common law is jurisdiction. You have the higher courts (for example supreme
court), more recent verdicts overrule older verdicts and higher courts overrule lower courts. So
court rulings are the primary distinction. → This means that if a higher court says “we no longer
follow this precedent” the old rule is “out of the system”, making common law flexible.
Nowadays we see that many countries have some common law and civil law characteristics.
Previously, it used to be clearly different but recently it has shifted a bit. However, you can
clearly see a difference between the US with common law and the Netherlands with civil law
(legislation → burgerlij wetboek/wetboek van strafrecht).
Business Forms
As soon as you have legal personality and limited reliability, you have to incorporate and set up a
corporation. However, still you don’t need several people to have a corporation you can also do it
on your own.
Partnership: at least two people setting up the business. You have the four kinds that you see in
the picture. Main difference: limited (liability). If you want to shield yourself from liability, if
you do not want to be held liable by the creditors. Corporations always have limited liability.
2
, Limited Liability Company (LLC): you have limited liability but do not really have legal
personality.
A corporation is taxed twice, once at corporate level and once at individual level.
→ What are corporations?
In the Netherlands, you have the BV and NV.
Introduction to the jurisdictions: US
● Federal government
● State governments
Courts = Federal courts on federal subject matters or interstate suits.
States = everything else, including corporate law.
→ Sarbanes-Oxley Act
Some of the federal laws are important for corporations. About the internal structure of the
company. → Some federal laws, like the Sarbanes–Oxley Act, directly influence how a company
must be structured internally. They impose nationwide rules on things such as financial
oversight, internal controls, and board responsibilities, even though most corporate law is made
at the state level.
→ Dodd-Frank act of 2010
The Dodd–Frank Act is another major federal law that affects corporations, but instead of
focusing on internal controls like SOX, it focuses on financial stability and risk regulation after
the 2008 financial crisis. It imposes stricter rules on banks, financial institutions, and publicly
traded companies to increase transparency, reduce excessive risk‑taking, and protect consumers.
3
Global Corporate Law
2025/2026
,Lecture 1:
Dutch Private Law
In this course corporation and company are used interchangeably because they share the same
legal entity.
Law is quite complex because it’s composed of legal rules that can be found in legislations and
case law and these rules guide behavior.
What is company law? → Civil law or private law. You vs. the state. However in some
perspective, some can be public law (capital market → securities, shares that you buy). All other
aspects of company law are private law. We are in a horizontal relationship with the government.
Civil law is sometimes used as a different word for private law. But common law is used when
looking at the world (see below). In civil law the government is typically not a party. Less about
you vs. the government but more about you and the companies the company deals with.
In Public Law the government plays quite a big role.
→ Introduction to the jurisdictions: US
In the US companies are free to incorporate in any state regardless of whether they are doing
business there or have any contact with this state. Most laws are handled by the state but there
are some federal laws that hold for the whole country. Delaware is a key focus due to its
significant role in corporations. It's corporate friendly and has modern rules and it facilitates
efficient dispute resolution through its specialized Court of Chancery, minimal administrative
burdens.
Most corporations are incorporated under the law of the state of Delaware. So even though they
are, for example, situated on Wall Street, they originate from Delaware. Why this magnetic pull
towards Delaware? → Incredibly modern and flexible rules.
1
,→ Common Law vs. Civil Law
Distinction between civil law and common law: common law is more flexible than civil law. The
primary source of common law is jurisdiction. You have the higher courts (for example supreme
court), more recent verdicts overrule older verdicts and higher courts overrule lower courts. So
court rulings are the primary distinction. → This means that if a higher court says “we no longer
follow this precedent” the old rule is “out of the system”, making common law flexible.
Nowadays we see that many countries have some common law and civil law characteristics.
Previously, it used to be clearly different but recently it has shifted a bit. However, you can
clearly see a difference between the US with common law and the Netherlands with civil law
(legislation → burgerlij wetboek/wetboek van strafrecht).
Business Forms
As soon as you have legal personality and limited reliability, you have to incorporate and set up a
corporation. However, still you don’t need several people to have a corporation you can also do it
on your own.
Partnership: at least two people setting up the business. You have the four kinds that you see in
the picture. Main difference: limited (liability). If you want to shield yourself from liability, if
you do not want to be held liable by the creditors. Corporations always have limited liability.
2
, Limited Liability Company (LLC): you have limited liability but do not really have legal
personality.
A corporation is taxed twice, once at corporate level and once at individual level.
→ What are corporations?
In the Netherlands, you have the BV and NV.
Introduction to the jurisdictions: US
● Federal government
● State governments
Courts = Federal courts on federal subject matters or interstate suits.
States = everything else, including corporate law.
→ Sarbanes-Oxley Act
Some of the federal laws are important for corporations. About the internal structure of the
company. → Some federal laws, like the Sarbanes–Oxley Act, directly influence how a company
must be structured internally. They impose nationwide rules on things such as financial
oversight, internal controls, and board responsibilities, even though most corporate law is made
at the state level.
→ Dodd-Frank act of 2010
The Dodd–Frank Act is another major federal law that affects corporations, but instead of
focusing on internal controls like SOX, it focuses on financial stability and risk regulation after
the 2008 financial crisis. It imposes stricter rules on banks, financial institutions, and publicly
traded companies to increase transparency, reduce excessive risk‑taking, and protect consumers.
3
