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The podcast follows the course European Company, Financial Markets, and Insolvency Law (Summer Term 2013). It covers the fundamentals of European Company, Financial Markets, and Insolvency Law in an international and comparative perspective. The primary focus of the course is on the existing legal framework. However, policy issues will also figure prominently. The European legal framework will be compared frequently to other jurisdictions. Within Europe, the focus will be on the UK, France, ...
 
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Unit 1 - Course content and methodological approach; Course outline; Functioning of the European Union (EU); The origin of the EU and recent developments; Growth of the EU; EU institutions: The European Council, European Commission, European Parliament, Council, Court of Justice of the European Union; Sources of European law; Supremacy of European …
 
Unit 2 - Company formation: general requrements, instrument of constiution/statutes, registration, consequences of irregulatories; Corporate governance and board structure; One- and two-tier boards; Convergence of board models in practice; "Deutschland AG": a close-knit web of control; Shareholders and boards; Employee involvement; Employee partici…
 
Unit 1 - A "United States of Europe"?; The EU's internal market: overview; The EU's internal market at eye level with the US; Integration through liberalization: Fundamental Freedoms; Integration through secondary law; Integration and the role of competition law; Company law: integration until 1989; Company Law Directives; Company law: 1989 until 2…
 
Unit 2 - Assessing board-level representation; Empirical studies on board-level representation; Shareholders: who is a shareholder, types and classes of shares; shareholder rights: participation rights, financial rights, information rights; Protection of minority shareholders; Control-enhancing mechanisms (CEMs); One share/one vote?; European regul…
 
Unit 3 - Creditor protection through legal capital; Second Company Law Directive 77/91/EEC; Distribution restrictions: Capital maintenance; Minimum capital rules; Critical assessment; Distribution restrictions based on solvency; Comperative Overview: distribution restrictions; The Springer case; Financial reporting; Harmonization in Europe; Overstr…
 
Unit 3 - Overstretching disclosure?; Consolidated accounts; IAS-Regulation; Impact of financial reporting standards on legal capital rules.Unit 4 - The Centros case; Freedom of establishment (Art. 49 TFEU); Scope and effect of FoE; FoE for companies (Art. 54 TFEU); The real seat conflicts rule as obstacle.…
 
Unit 5 - Free movement of capital; The Pharmacy case; Foreign direct investment in the EU; The Distrigaz case; The Porsche-Volkswagen case; Golden shares; Limits of golden shares; Golden shares: the good and the bad; Extending FMC beyond state measures?; Cross-border M&A activity within the EU; Takeovers: policy issues; Regulatory models and Europe…
 
Unit 10 - Issues in international insolvencies; Universalism versus territorialism; History of the European Insolvency Regulation; Text of the European Insolvency Regulation; Scope of the European Insolvency Regulation; Features of the European Insolvency Regulation Features of the European Insolvency Regulation; Potential multiplicity of proceedin…
 
Unit 9 - The global financial crisis: major causes; Pre-crisis leverage ratios of US investment banks; Majority of US banks' debt was short-term (as of 2009); Securitization markets nearly shut-down in 2008/2009; Approaches to financial regulation; The EU's financial reform agenda; Financial reform agenda: state of play; Increasing the capital rese…
 
Unit 4 - Freedom of establishment for companies: Case law, break-up of the real seat rule (ECJ), Impact on foreign company incorporations; Competition for charters: initial choice of law, Total cost of Centros-style incorporations; Domestic mergers; Cross-border mergers.Oleh Professor Dr. Horst Eidenmüller, LL.M. (Cambridge)
 
Unit 8 - Integration of EU's financial markets; Financial markets law: recent developments; Regulatory technique: the Lamfaiussy procedure; Organization of financial markets: trading venues; Scope of EU's financial markets law: overview; Market shares of trading venues; Organization of financial markets: trading execution; Primary markets regulatio…
 
Unit 4 - Cross-border mergers, employee participation, Mid-stream transfers: reincorporations, Regulatory competition in the US, Economics of regulatory competition in corporate law, Emergence of regulatory competition in Europe, English Ltd.'s inroad into the German startup market, The Member States responded, Problems of regulatory competition in…
 
Unit 6 - European corporate entities; Further European legal entities; Why European corporate entities?; History of the European Company; Strong increase in SE incorporations; Number of incorporations tripled: 2009-2012; Incorporations by countries as of March 2012; Art. 9 SER; Complex regulatory interplay; Formation of a European Company; Chosen r…
 
Unit 7 - Why a European Private Company (SPE)?; Proposal for an SPE: the state of play; Principles of closed corporations in Europe; Regulatory Competition between the Member States and the EU. Unit 8 - Financial markets; Some characteristics of efficient financial markets; Functions and aims of financial markets regulation; Financial markets law: …
 
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