LMU Europäisches und Internationales Unternehmensrecht (European and International Company Law‪)‬ Prof. Dr. Horst Eidenmüller, LL.M. (Cambridge)

Unit 1: European Legal Framework and Development of EU Company Law - Functioning, origin and recent developments of the European Union; EU institutions; Sources and Supremacy of European law; Legislative competences and procedure; The EU's internal market; Integration through liberalization and secondary law; Integration and the role of competition law; Company law: integration until 1989, 1989 until 2002/03 - deadlock; The Commission's Company Law Action Plan (2003); Reflection process on the future of EU compamy law.

Unit 2: Company Formation and Corporate Governance - Company formation; Board structure; One- and Two-tier boards; Convergence of board models in practice; Shareholders and board(s); Employee involvement; Employee participation on establishment level; Board-level representation on two-tier and one-tier boards in Europe; Assessing board-level representation; Empirical studies on board-level representation; Shareholders rights; Protection of (minority) shareholders; Control-enhancing mechanisms; One share/one vote?; European Regualtory Process on one share/one vote.

Unit 3: Creditor Protection and Fiancial Reporting - Approaches to creditor protection; Creditor protection trough legal capital; Second Company Law Directive 77/91/EEC; Minimum capital rules; Distribution restrictions: capital maintenance; Critical assessment; Distribution restrictions based on solvency; The Springer Case; Financial reporting; Harmonization in Europe; Overstreching disclosure?; Consolidated accounts; IAS-Regulation; Impact of financial reporting standards on legal capital rules.

Unit 4 - Fundamental Transactions and Cross-Border Mobility: The Centros Case, Freedom of establishment for companies (Art. 49, 54 TFEU), Scope and effect of FoE, The real seat conflicts rule as obstacle, ECJ: break-up of the real seat rule, Impact on foreign company incorporations, Competition for charters: initial choice of law, www.go-limited.de, Increase of capital, Domestic mergers, Cross-border mergers, Total cost of Centros-style incorporations.

Unit 5 - Control transactions: Addition to Unit 4: The Karella case, Increase of capital, Domestic mergers, Cross-border mergers, Employee participation, Mid-stream transfers: reincorporations; Unit 5: The Pharmacy case, Free movement of capital, Foreign direct investment in the EU, The Distrigaz case, The Porsche and Volkswagen case, Golden shares: Limits, the good and the bad, Extending FMC beyond state measures?.

Unit 6 - European Corporate Entities: Overview
and the European Company (SE):
Extending FMC beyond state measures?; Takeovers: policy issues; Regulatory models and European approach; Directive 2004/25/EC on takeover bids; Type of (takeover) bids; Protection of minority shareholders; Optional arrangements; Implemention of the Takover Directive;
Unit 6: European Corporate entities (overview); Further European legal entities; Why European corporate entities?;
History of the European Company; Strong increase in SE incorporations; Numbers of incorporations.