The course aims to familiarise students with organisational structures of companies in different European countries and provides a legal and economic analysis of different topics of the governance of companies. The students will be introduced to the strong and weak elements of governance of companies in different countries. Next, the course also wants to discuss the policy choices that are available to legislators and judges when dealing with certain central issues of company law. To that end students will be introduced to the technical legal rules (in the EU company law directives and in national company legislations) which reflect these policy choices.
About the course
Content
The course consists of two related parts. One part is more focused on technical legal issues, the other part is more governance of companies-oriented. The course has an international and comparative approach.
The lectures related to the aforementioned part deal with the issues of applicable law and regulatory competition in an international corporate context, and this from a corporate, insolvency and tax perspective: what law is applicable and to what extent can companies freely chose that law? In order to discuss this issue, we devote a lot of attention to EU principle of freedom of establishment, and to the European Insolvency regulation. Next, we discuss the issue of creditor protection in company law, with special attention to the European rules on legal capital and an evaluation of their efficiency. If there is time, the protection and remedies of minority shareholders, with special attention to derivative and class actions, will also be discussed.
In the other part the lectures will approach different corporate governance and company law mechanisms that mitigate the conflicts of interests between different kinds of corporate constituents. In particular the conflicts of interests between management and shareholders and the conflicts between majority and minority shareholders will be studied. Mechanisms that mitigate these conflicts that can be part of the lectures are the market for corporate control and takeovers, remuneration schemes, disclosure of information, independent directors, board committees, internal control mechanisms, external audit, empowering shareholders, etc. Each of the instruments will be legally addressed as well as economically assessed via a SWOT analysis (Strengths, Weaknesses, Opportunities and Threats).
The aim of each lecture is to critically evaluate the different ways in which European countries and the U.S have tackled some of the big issues in company law and corporate governance.
Learning outcomes
- Knowledge of the differences of corporate governance systems in different (European) countries.
- In depth knowledge of specific corporate features like audit committees, remuneration of the board and the executives, agency problems, etc.
- Insight in the framework within which European company law and governance practices evolve, in a comparative perspective.
- Insight in the background to existing regulation. Being able to critically evaluate company law rules and governance arrangements.
- Insight in the relationship between legal rules and economic realities.
- Ability to analyse and comment on principles of corporate governance and the ability to draft other principles and rules related to corporate governance and the internal governance of the firm.
- Knowledge of core aspects of European and comparative company law and international insolvency law and being able to apply this knowledge to (hypothetical) cases.
Teaching methods
Lecture
Extra information on the teaching methods: Partly ex cathedra , partly interactive course: As the course is lectured to a relatively small group of students, participation of the students in class or online for ENLIGHT students is requested. This implies that students answer questions related to the topics discussed. For that purpose, students will receive reading assignments (e.g. court cases), so that they come to class prepared to participate in meaningful way. Students may be asked to give short presentations.
LLM students get an additional reading assignment. They will have to read three advanced academic papers (in the style of eg. Jensen/Meckling on agency costs or Gilson on intermediary capitalism) and will have to answer an additional exam question about these papers. The papers will change from year to year.
Assessment
Assessment moments: end-of-term assessment
Examination methods in case of end-of-term assessment during the first examination period: Written assessment with open-ended questions, Written assessment
Examination methods in case of end-of-term assessment during the resit examination period: Written assessment with open-ended questions, Written assessment
Extra information on the examination methods: Written exam. Students may not use any materials, except those (eg. case excerpt, regulation, ...) that the examinators provide. There will be several (3-5) questions, some more theoretical (eg "compare compulsory liability insurance and minimum capital requitrements as means of protecing corporate creditors"), others take the form of a hypothetical (eg. question whether company may invoke freedom of establishment against national rule in a given situation).
LLM students wil get an additional question about the academic papers that they had to read in addition to the regular reading assignments for all students
Calculation of the examination mark: 100 % periodic evaluation (written exam)
Lecturers
De Wulf, Hans: lecturer-in-charge
Van der Elst, Christoph: co-lecturer
Course dates
This course takes place in the first semester of academic year 2025-2026:
- Educational activities: September 22 to December 12, 2025
- Catch-up activities: December 15 to December 20, 2025
- Christmas recess: December 22, 2025 to January 2, 2026
- Examination period: January 5 to January 31, 2026
- Resit examination period: August 17 to September 12, 2026
There will be one online lecture per week from September 22, 2025 to December 12, 2025. The schedule will be announced later. Lectures will be recorded.
How to apply?
Entry requirements: Basic knowledge of company law as organised in the country of origin of the student in any legal bachelor programme that includes a company law course (students who lack knowledge of company law will have to catch up on their own). Basic knowledge of EU law (like the difference between a directive and a regulation, etc.). Knowledge of English.
Before application: Please check with your home faculty / study programme if the course can be integrated in your curriculum in order to ensure recognition of the ECTS credits obtained
Students from ENLIGHT partner universities are eligible to participate. Students will be selected at each of these universities separately. Students interested in the course need to apply via their home university. The home university will select the permitted number of students, inform the students as soon as possible, and then send these names to the host institution. Unsuccessful students will be placed on a waiting list and may get a place, if other universities do not use all their allocated places.
Please select your home university below and inform your ENLIGHT coordinator about your interest to participate in the course. Please include information on whether you have clarified recognition with your home faculty.
- University of the Basque Country:
This email address is being protected from spambots. You need JavaScript enabled to view it. - University of Bern:
This email address is being protected from spambots. You need JavaScript enabled to view it. - University of Bordeaux:
This email address is being protected from spambots. You need JavaScript enabled to view it. - Comenius University Bratislava:
This email address is being protected from spambots. You need JavaScript enabled to view it. - University of Galway:
This email address is being protected from spambots. You need JavaScript enabled to view it. - Ghent University:
This email address is being protected from spambots. You need JavaScript enabled to view it. - University of Groningen:
This email address is being protected from spambots. You need JavaScript enabled to view it. - University of Göttingen:
This email address is being protected from spambots. You need JavaScript enabled to view it. - University of Tartu:
This email address is being protected from spambots. You need JavaScript enabled to view it. - Uppsala University:
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Contact
For information regarding the procedure to take part in this course:
For information regarding the course content: