Knowledge and understanding

¿ Students should have a good knowledge of basic concepts in law & economics and how law & economics can be used as a tool to understand the law, explain the law and enhance the law.

¿ Students should have detailed knowledge and understanding of the policy reasons involved in European company law, as articulated in case law, policy documents and legal literature.

¿ Students should have detailed knowledge and understanding of the structure and rules of common European company law, as found in EC legislation and case law, and in relation to conflicts between national laws in relation to international operations.

¿ Students should have detailed knowledge and understanding of the policy reasons involved in US corporate law, as articulated in case law and legal literature, and especially the Delaware debate.

¿ Students should have good knowledge and understanding of the different legal techniques in regulating company law/corporate law as well as a fundamental understanding of the difference between civil law, Scandinavian law and common law systems.

Students should, furthermore, have a detailed knowledge and understanding of the following:

¿ the distinction between public and private companies,

¿ the state and the regulation of private and public companies respectively,

¿ the SE:s legal regulation and its consequences, SE formation, organization and reincorporation,

¿ the proposal for the SPE (European Private Company),

¿ the minimum share capital, its purpose and alternative legal solutions,

¿ the raising and maintenance of the share capital, its purpose and alternative solutions such as ¿insolvency models¿, ¿wrongful trading¿ and ¿fraudulent conveyances¿,

¿ the company organs and their function, one-tier and two-tier systems, omnipotence and parity theory,

¿ company representatives and their ability to bind the company,

¿ shareholder protection

Skills and abilities

¿ Students should be able to conduct detailed independent research using appropriate source materials of law and policy, to evaluate and effectively use those materials, and to produce independent and collaborative work based on them.

¿ Students should be able to demonstrate skills of analysis, evaluation, argumentation and legal reasoning in relation to detailed legal materials and policy discussions in the field of common and comparative European company law as well as corporate law in the US, but in the latter case only from a theoretical point of view,.

¿ Students should be able to demonstrate skills of analysis, evaluation and argumentation in company law/corporate law based on concepts derived from law & economics.

During the course the participating students will write one essay (home exam) of maximum 6000 words, minimum 5500 words - excluding literature list. After the course there is an oral exam on basis of the seminars. If there are more than 20 students, a school exam can be held instead of an oral exam. The final mark is made up by the essay (51%) and the oral/school exam (49%).

Semester with teaching: Home exam + oral exam (>20 students: Home exam + 4 h school exam)

Semester without teaching: Home exam + 4 h school exam.

A - E for passed, F for failed.

Exam language:

• Question paper: English
• Answer paper: English

Support materials allowed during school exam:

See section 3-5 of the Supplementary Regulations for Studies at the Faculty of Law at the University of Bergen.

Special regulations about dictionaries:

• According to the Regulations for Studies, one dictionary is permitted support material during the examination. Bilingual dictionaries containing for example both Norwegian-English and English-Norwegian are considered as one dictionary.
• Bilingual dictionaries to/from the same two languages - for example Norwegian-English/English-Norwegian - in two different volumes are also considered as one dictionary (irrespective of publisher or edition).
• Dictionaries as described above cannot be combined with any other types of dictionaries.
• Any kind of combination which makes up more than two physical volumes is forbidden.
• In case a student has a special need for any other combination than the above mentioned, such combination has to be clarified with/approved by the course coordinator minimum two weeks before the exam. Students who have not been granted permission to have a special combination minimum two weeks before the exam will be subject to the usual regulations (Section 3-5) about examination support materials.

Course teacher: Professor Jan Bertil Andersson

Administrative contact: elective-courses@jurfa.uib.no