LAWCOMM 736 - Special Topic: Comparative Company Law

Lecturer biography

John Armour is Professor of Law and Finance at Oxford University. He was previously a University Senior Lecturer in Law and Fellow of Trinity Hall at Cambridge University. He studied law (MA, BCL) at the University of Oxford before completing his LLM at Yale Law School and taking up his first post at the University of Nottingham. He has held visiting positions at various institutions including the Universities of Bologna, Chicago, Frankfurt, Pennsylvania and Western Ontario, as well as Columbia Law School and the Max Plank Institute for Comparative Private Law in Hamburg. He has published widely in the fields of company law, law and finance, and corporate insolvency. His main research interest lies in the integration of legal and economic analysis, with particular emphasis on the impact on the real economy of changes in the law governing company law, corporate insolvency and financial regulation.

Course outline

The process of globalisation has rendered the practice, and study, of corporate law increasingly international. An understanding of the approaches taken by different jurisdictions to resolving fundamental challenges faced by business organisations is therefore highly instructive. This course examines a selection of company law topics in comparative context, drawing in particular on the laws of the UK, continental Europe (in particular, Germany) and the United States (in particular, Delaware). The three jurisdictions selected for comparative study have, collectively, had a very significant impact on the development of company law throughout the world. The approach taken is both functional and comparative, looking at a series of core problems with which any system of company law must deal, and analysing, from a functional perspective, the solutions adopted by the systems in question.

Syllabus

  1. Theory of comparative company law
  2. Board structure
  3. Shareholder rights
  4. Control of related party transactions
  5. Creditor protection
  6. Companies and stakeholders
  7. Enforcement of company law
  8. Control transactions

Learning outcomes

Students who complete this course successfully will have an overview of the principal differences between company laws in three influential jurisdictions, and be able to assess critically explanations as to why these differences came about, and whether they are likely to persist.

Assessment

  • 90% Research essay of a maximum 12,500 words, due 12pm, Thursday 7th June 2018
  • 10% Presentation and class contribution

On the final afternoon of the course each student will be asked to make a brief presentation (5-10 minutes) to the rest of the group on their proposed research essay topic, followed by discussion with the class. These will provide opportunities for students to focus their ideas whilst the course material is fresh, and to receive feedback from the lecturer and other students.

In addition, each student is expected to make individual contributions to seminar discussions.

Students will be individually assessed on the quality of their presentations and class contributions according to the following criteria:

  • The extent to which the student has identified the important and relevant issues
  • The depth and thoroughness of understanding of the seminar materials (both theoretical and doctrinal)
  • The strength and clarity of the arguments presented
  • Generally, the level of constructive engagement in class discussion

Course details

Timetable

Semester: One
Type: Intensive
Points: 30
Date: 23-29 March 2018
Venue: Day 1: Building 810, Room 3.32
Day 2 - 5: Buidling 810, Room 3.40
1-11 Short Street
Auckland 1010
Assessment due date: 12 noon, 7 June 2018

Contact details

Postgraduate Student Adviser
Law Student Centre
Level 2, 1-11 Short Street
Auckland 1010

Email: postgradlaw@auckland.ac.nz