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Over onsFaculteit RechtsgeleerdheidAlles over ons onderwijsInternational programmesLLM programmes 2019-2020

Seminar Corporate Governance (6 ECTS)

Lecturers: Dr E.E.G. Gepken-Jager, Prof. Dr M.L. Lennarts, Dr J.N. Schutte-Veenstra (coordinator), Dr H.H. Voogsgeerd

When: Block 3

Brief course description: All over the world there are extensive discussions and numerous (legislative but especially non-legislative) initiatives regarding the governance of companies whose securities are listed on a stock exchange (hereafter: listed companies). The aim of this module is to gain a thorough knowledge of and insight into several aspects of the corporate governance debate concerning listed companies. This aim will be achieved through the study of several national laws and codes on corporate governance and by comparing them. In this respect the participants are required to independently assemble, assess and apply relevant facts, legislation, case law and literature when making the weekly assignments on an aspect of corporate governance. Furthermore the participants are required to write a final paper on a chosen aspect of corporate governance. During the course several aspects of the corporate governance debate will be discussed with the participants such as: the apply or explain mechanism of codes of corporate governance, the rules on conflict of interests, the rights and protection of (minority) shareholders (e.g. oppression remedies, sell-out and squeeze-out rights), the structure of the board of directors (one-tier or two-tier), the liability of (executive and non-executive) directors, derivative actions, worker’s participation rights and finally takeovers bids and defensive measures. In this respect attention will be given to aspects of corporate governance in the home country laws and practices of the participants.

Teaching method: Weekly group-assignments (two participants), in-class discussions, individual paper.

Assessment: The final grade will consist of the average of the grades for the weekly assignments (50%) and the grade for the paper (50%). A possible rounding is positively influenced by an active role of the participant during class.

*Official course information and schedules during the academic year can be found in Ocasys.

Last modified:20 December 2017 11.30 a.m.