M & A TRANSBORDER OPERATIONS
The course aims to give students an understanding of the fundamentals of the American system of company law, tracing its sources and history. The legal aspects of the enterprise will be illustrated and highlighted. Corporation law and M&A represent the main part of class lessons.
The economic function of the corporation as a legal structure for business, to its advantages and disadvantages compared to other structures available such as the partnership and the limited liability partnership, and in particular to the company’s limited liability; the major core topics in Corporation Law including the legal nature of the corporation as a business structure, the legal implications of separate corporate personality including limited liability, the validity of contracts made with companies, the role of the board of directors and their legal duties as directors and the legal protection of shareholders; the legal basis of the control exercised by a corporation’s board of directors over a corporation’s management and affairs, the legal limitations and constraints on this control and the effectiveness of these limitations and constraints in practice; the legal nature of the relationships between a corporation and its management on the one hand and the various groups with an interest in the affairs of the corporation (or “stakeholders”) on the other, these stakeholders including the corporation’s shareholders, creditors and employees; the regulation of the public companies listed in the official markets; merger and spin-off; merger problems; monopolies and mergers: Antitrust Laws in the U.S. and E.U.
“Business Law: The Ethical, Global and E-Commerce Environment”, 15th Edition, by Mallor, Barnes, Bowers, Langvardt, chapters: 1, 41-46, 48-50.