Lecture 01 --> Introduction to corporate law
Trigger questions
Company, a legal person, what does that mean
Difference: natural person v. legal person ?
What rights do companies have ? What duties ?
Can a company be punished, like you and me?
o .. in this course, we study characteristics of companies
01: What is company law?
Influential role society, economies
Understand dynamics (int’l) business activities
o (intl) commercial transactions
o (intl) trade, free market
o neo-liberalization & globalization
It is important because
o company law regulates companies and the environment in which they move, i.e.
capital market
o company: organisational structure for businesses .. but what does it encompass
Terminology
‘company’ or ‘corporation’ – differences?
“incorporated" type of business business form with compliance to certain formalities
What does the term ‘company’ mean?
Linguistically, origins?
From late Latin companio, literally "bread fellow, messmate, com "with, together" + panis
"bread”
mid-12c. Old French compagnie "society, friendship, body of soldiers", large group
from late 13c. Sense of "business association" first recorded 1550s, having earlier been used
in reference to trade guilds (c. 1300)
, .. link to ‘conducting business’, sense of formalized form (incorporated)
Terminology
‘company’ or ‘corporation’ – differences?
o UK: company (public or private)
o US: corporation
o EU: undertaking (public or private)
o NL: corporation (open or closed)
o Germany: corporation (private limited / public stock)
For the purpose of this course: used interchangeably
Public or Private
Open or Closed
Other terminology (readings Week1)
Capital market, securities, Share capital or debt, Liquidation, Assets, Residual rights,
Shareholders, Directors, Dividends, Insolvency etc.
By the end of the course you will understand the vocab
Corporate law Business law
Formation of business All areas that relate to
Forms (i.a.) companies HOW to do business
Legal operation of business Regulates whatever you
for MS (functions, rights need to do business (i.a.
and duties of key actors) employment law, contract
law, tax law)
What can we add to the mix to formulate a definition
,02: Which legal frameworks?
Choice for national jurisdictions - Dominant jurisdictions for developing corporate law
Germany: Civil law tradition and MS (EU) – NLs, similar
UK: Common law tradition and MS (EU)
US: common law tradition
o But: each US state has its own statue
p.e. Delaware: Delaware State law & Case law Delaware courts
Which legal framework applies? --> Depends on selected jurisdiction & its statues
Legislation on company law
Spread out between various statutes. But, in a broad sense, you can recognize a basic act
o e.g. UKCA 2006 is the basic act in UK
The concept of “partnership” and “company”
Laid down and defined in each relevant jurisdiction
e.g. Partnership Act 1890 in UK and UKCA2006, respectivel
, Legislation – national (UK, France, Germany)
Relevance of national legislation on corporations
Registered companies can only be created because national legislation permits them to be
created
o (legal status and legal consequences are established by law)
Also: primary source on how companies are operated (legal actions of a company are
determined by law)
́hard law ́ = legally binding rule of law
Legislation – Relationship national & EU Law
How does EU Law influence MS national rules of Corporate Law?
In case of membership of EU:
Several
Directives
pursuant
to Treaty
of Rome
are
relevant
O
bj
ec
ti
ve
s
of
:
Trigger questions
Company, a legal person, what does that mean
Difference: natural person v. legal person ?
What rights do companies have ? What duties ?
Can a company be punished, like you and me?
o .. in this course, we study characteristics of companies
01: What is company law?
Influential role society, economies
Understand dynamics (int’l) business activities
o (intl) commercial transactions
o (intl) trade, free market
o neo-liberalization & globalization
It is important because
o company law regulates companies and the environment in which they move, i.e.
capital market
o company: organisational structure for businesses .. but what does it encompass
Terminology
‘company’ or ‘corporation’ – differences?
“incorporated" type of business business form with compliance to certain formalities
What does the term ‘company’ mean?
Linguistically, origins?
From late Latin companio, literally "bread fellow, messmate, com "with, together" + panis
"bread”
mid-12c. Old French compagnie "society, friendship, body of soldiers", large group
from late 13c. Sense of "business association" first recorded 1550s, having earlier been used
in reference to trade guilds (c. 1300)
, .. link to ‘conducting business’, sense of formalized form (incorporated)
Terminology
‘company’ or ‘corporation’ – differences?
o UK: company (public or private)
o US: corporation
o EU: undertaking (public or private)
o NL: corporation (open or closed)
o Germany: corporation (private limited / public stock)
For the purpose of this course: used interchangeably
Public or Private
Open or Closed
Other terminology (readings Week1)
Capital market, securities, Share capital or debt, Liquidation, Assets, Residual rights,
Shareholders, Directors, Dividends, Insolvency etc.
By the end of the course you will understand the vocab
Corporate law Business law
Formation of business All areas that relate to
Forms (i.a.) companies HOW to do business
Legal operation of business Regulates whatever you
for MS (functions, rights need to do business (i.a.
and duties of key actors) employment law, contract
law, tax law)
What can we add to the mix to formulate a definition
,02: Which legal frameworks?
Choice for national jurisdictions - Dominant jurisdictions for developing corporate law
Germany: Civil law tradition and MS (EU) – NLs, similar
UK: Common law tradition and MS (EU)
US: common law tradition
o But: each US state has its own statue
p.e. Delaware: Delaware State law & Case law Delaware courts
Which legal framework applies? --> Depends on selected jurisdiction & its statues
Legislation on company law
Spread out between various statutes. But, in a broad sense, you can recognize a basic act
o e.g. UKCA 2006 is the basic act in UK
The concept of “partnership” and “company”
Laid down and defined in each relevant jurisdiction
e.g. Partnership Act 1890 in UK and UKCA2006, respectivel
, Legislation – national (UK, France, Germany)
Relevance of national legislation on corporations
Registered companies can only be created because national legislation permits them to be
created
o (legal status and legal consequences are established by law)
Also: primary source on how companies are operated (legal actions of a company are
determined by law)
́hard law ́ = legally binding rule of law
Legislation – Relationship national & EU Law
How does EU Law influence MS national rules of Corporate Law?
In case of membership of EU:
Several
Directives
pursuant
to Treaty
of Rome
are
relevant
O
bj
ec
ti
ve
s
of
:
