European Company Law And Securities Regulations

Timetable

Friday 15:00-16:30; room 4.13,

Collegium Iuridicum  Novum. Address: Al. Niepodległości 53, Poznań

 

Module aim (aims)

The aim of this module is to familiarize the student with the various programmes of company & capital market law reform and harmonization and enable him to demonstrate a critical understanding of the policy objectives of the European Union in the field of company & capital market law. The module also aims to ensure that the student understands the interaction between the EU company & capital market law harmonization and the relevant national laws of the EU Member States. This course shall also examine: the disclosure obligations of issuers of securities when they offer their securities to the public in the EU, mainly comprising the Prospectus Directive and the EU Prospectus Regulation;the periodic and continuous disclosure obligations of issuers of securities which remain admitted to trading on a regulated market in the EU, mainly comprising the EU Transparency Directive and certain provisions of the Market Abuse Directive, Market in Financial Instruments Directive and the EU regime governing corporate takeovers under the 13th Company Law Directive.

Pre-requisites in terms of knowledge, skills and social competences (where relevant)

Syllabus

Week 1: The functions and importance of EU company law and the harmonization of European Company Law - aims, basis and techniquesWeek 2: Harmonization of European Company Law – the Company Law Directives (Part 1)Week3: Harmonization of European Company Law – the Company Law Directives (Part 2) Week 4: Harmonization of European Company Law – the Company Law Directives (part 3)Week 5: Case-law of the Court of Justice in European Company Law and Freedom of Establishment for Companies ( part 1) Week 6: Case-law of the Court of Justice in European Company Law and Freedom of Establishment for Companies (part 2) Week 7: The European Company Week 8: The essential functions of capital markets rationale and general principles of capital market regulation Week 9: Evolution of EU capital market regulation Week 10: Disclosure, Transparency and EU regulation of IPOs Week 11: EU regulation of market abuse Week 12: EU regulation of market in financial instruments (MiFID) Week 13: EU regulation of the market for corporate control Week 14: Company law and securities regulations after the financial crises: The case for further reform Week 15: Test (open and closed questions)

Reading list

Dorresteijn, Monteiro, Teichmann and Werlauff (2009) European Corporate Law (2nd) (theNetherlands: Wolters Kluwer)Andenas, M and Wooldridge, F. (2009) European Comparative Company Law (Cambridge: CUP)Vossestein, G. (2010) Modernization of European Company Law and Corporate Governance (Kluwer: theNetherlands)Grundmann, S. (2011) European Company Law: Organization, Finance and Capital Markets (2nd) (Antwerpen: Intersentia)N. Moloney, EC Securities Regulations, Oxford 2008