European Company Law

Course Description

Historical and economic reasons for company establishment. Goals and purpose of company establishment. Entrepreneurial and market freedoms. Limited liability. Contractual theory. Subject matter of commercial and company law. Basic forms of commercial entities in Croatian and EU law. Legal personality. Corporations in US law. Harmonisation of company Law. Modernisation of company law. Basics of European Company Law. Freedom of establishment. Secondary establishment. Share capital. Monistic and dualistic system of corporate governance. Relation between property - liability - share capital. Business judgement rule. Supranational regulation of Company Law. European Company (Societas Europea). European Economic Interest Grouping. European Cooperative Society. European Private Company. Cross border mergers and acquisitions. European Directives on mergers and acquisitions. Protection of minority shareholders. Legal instrument of protection from hostile takeovers. Associated companies. Corporate social liability.

General Competencies

Students after passing the exam gain basic knowledge of European law companies with capital, the management of companies and ways of establishing companies and subsidiaries.

Learning Outcomes

  1. Define the concept of company law
  2. Explain historical development of European company law
  3. Define and explain European Court case law
  4. Define basic terms in European Company Law
  5. Define corporate governance systems in capital companies

Forms of Teaching

Lectures

Lectures, talks and presentations.

Other

Seminars

Grading Method

Continuous Assessment Exam
Type Threshold Percent of Grade Comment: Percent of Grade
Seminar/Project 0 % 10 % 0 % 0 %
Mid Term Exam: Written 0 % 40 % 0 %
Final Exam: Written 0 % 50 %
Exam: Written 0 % 100 %

Week by Week Schedule

  1. The historical and economic reasons for capital companies (DK). Goals and purpose in relation to society people.
  2. Limited liability. Contract theory. Subject matter of commercial society.
  3. Legal personality. American law. European law.
  4. Associated companies. Modernisation of company law.
  5. Basics of European law firms. Freedom of establishment, the establishment of companies and affiliates ..
  6. Requirements for equity capital. Alternate rules and sustaining capital.
  7. The management - monistic and dualistic system of governance
  8. Mid exam
  9. The effectiveness of the triangle "property-liability - equity capital."
  10. Share capital. Harmonisation of company law of capital.
  11. European stock company
  12. European Economic Interest Grouping. European Cooperative Society.
  13. European company with limited liability. Foundation. Cross-border mergers and acquisitions. European guidelines on mergers and acquisitions. Protection of minority shareholders.
  14. European Economic Interest Grouping. Affiliates. External and social control, social responsibility. Mergers and acquisitions.
  15. Final exam

Study Programmes

University graduate
Computer Engineering (profile)
Humanistic or Social Course (1. semester) (3. semester)
Computer Science (profile)
Humanistic or Social Course (1. semester) (3. semester)
Control Engineering and Automation (profile)
Humanistic or Social Course (1. semester) (3. semester)
Electrical Engineering Systems and Technologies (profile)
Humanistic or Social Course (1. semester) (3. semester)
Electrical Power Engineering (profile)
Humanistic or Social Course (1. semester) (3. semester)
Electronic and Computer Engineering (profile)
Humanistic or Social Course (1. semester) (3. semester)
Electronics (profile)
Humanistic or Social Course (1. semester) (3. semester)
Information Processing (profile)
Humanistic or Social Course (1. semester) (3. semester)
Software Engineering and Information Systems (profile)
Humanistic or Social Course (1. semester) (3. semester)
Telecommunication and Informatics (profile)
Humanistic or Social Course (1. semester) (3. semester)
Wireless Technologies (profile)
Humanistic or Social Course (1. semester) (3. semester)

Literature

Horak, H. i dr. (2011.), Uvod u europsko pravo društva, Školska knjiga
Edwards, V.; (.), EC Company Law;, Oxford university press
Van Gerven, Dirk and Storm (2006.), The European Company;, Cambridge University Press, New York;2006
Andenas,M., Wooldridge, F. (2009.), European Comparative Company Law,

Lecturers in Charge

Grading System

ID 57260
  Winter semester
2 ECTS
L0 English Level
L1 e-Learning
30 Lecturers
0 Exercises
0 Laboratory exercises

General

91 Excellent
81 Very Good
71 Good
60 Acceptable

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