LLAW6279 & JDOC6279

General Course Information

1.1 Course details

Course code: LLAW6279 /JDOC6279
Course name: Comparative Corporate Law and Theories
Programme offered under: LLM Programme / JD Programme
Semester: Second
Prerequisites / Co-requisites: No
Credit point value: 9 credits / 6 credits

1.2 Course description

This course examines critical and controversial topics in corporate law in a comparative context, particularly the laws of the UK, France, Germany, and the United States. Each class will introduce students to definitions and concepts to be considered in detail, followed by presentations of relevant national laws to compare how different legal systems deal with similar needs and problems. Against this background, each class’s final part will focus on the comparative advantages and effectiveness of the regulations from the given jurisdictions. 

The principal topics to be examined are: 

  • The corporation as a legal person and the limits of limited liability (including piercing/lifting the corporate veil). 
  • Types of business organisations 
  • Company formation 
  • Governing the corporation: management, the board of directors, shareholders meetings and shareholders’ resolutions 
  • Shareholders’ rights (including those of minorities) and their protection 
  • A company share capital 
  • The nature of equity claims and classes of shares 
  • Mergers, acquisitions and changes in corporate control 
  • Corporate groups

1.3 Course teachers

Name E-mail address Office Consultation
Course convenor Konrad Osajda  osajda@wpia.uw.edu.pl TBA By email

Learning Outcomes

2.1 Course Learning Outcomes (CLOs) for this course

CLO 1 Understand critical issues and problems to be dealt with by corporate lawyers and the most frequently discussed doctrines of company law, for example, piercing the corporate veil and handling business judgment rules. 

CLO 2 Describe and explain the critical elements of English, French, German and US corporate law and corporations domiciled in these jurisdictions. 

CLO 3 Use information about establishing corporations in the UK, France, Germany and the US to advise clients dealing with such corporations as contractual partners or those considering new operations in any of these jurisdictions. 

CLO 4 Apply and adapt knowledge and understanding of foreign advances in corporate law to new or uncertain problems met in practice and be able to propose effective solutions with such an informed understanding. 

CLO 5 Demonstrate confidence in dealing with international companies, doing business in different jurisdictions or researching issues arising about international commercial law. 

2.2 LLM and JD Programme Learning Outcomes (PLOs)

Please refer to the following link:

LLM – https://course.law.hku.hk/llm-plo/

JD – https://course.law.hku.hk/jd-plo/

2.3 Programme Learning Outcomes to be achieved in this course

PLO A PLO B PLO C PLO D PLO E PLO F
CLO 1 ✓ ✓ ✓ ✓ ✓ ✓
CLO 2 ✓ ✓ ✓ ✓ ✓ ✓
CLO 3 ✓ ✓ ✓ ✓ ✓ ✓
CLO 4 ✓ ✓ ✓ ✓ ✓ ✓
CLO 5 ✓ ✓ ✓ ✓ ✓ ✓

Assessment(s)

3.1 Assessment Summary

Assessment task Due date Weighting Feedback method* Course learning outcomes
Attendance N/A 5% 1,2
  • Define fundamental comparative law terms and company law terms 
  • Present basic rules in force in Germany, England, France and the US on company law 
  • Identify key similarities and differences between company law in civil law jurisdictions and company law in common law jurisdictions 
Active participation during classes TBA 30% 1,2,5
  • Define fundamental comparative law terms and company law terms 
  • Present basic rules in force in Germany, England, France and the US on company law 
  • Identify key similarities and differences between company law in civil law jurisdictions and company law in common law jurisdictions 
Final paper 15 Mar 2025 65%  1,2
  • Analyse pieces of legislation on company law coming from different jurisdictions. 
  • Apply the comparative law method in practice. 
  *Feedback method (to be determined by course teacher)
1 A general course report to be disseminated through Moodle
2 Individual feedback to be disseminated by email / through Moodle
3 Individual review meeting upon appointment
4 Group review meeting
5 In-class verbal feedback

3.2 Assessment Detail

The final paper must be on a relevant topic of each student’s choice. Potential topics will be discussed with the students. 

Length: The papers should be 10-15 pages long (Times New Roman 12-point font, 1.5-line spacing, default margin settings). 

 Papers should be submitted through Moodle.

Performance in class 

Active participation means reading ahead of the assigned texts and engaging during class discussions (answering the questions, presenting a student’s opinions, etc.). 

Attendance 

Students may miss two classes of the course without notifying the course instructor. 

3.3 Grading Criteria

Please refer to the following link: https://www.law.hku.hk/_files/law_programme_grade_descriptors.pdf

Learning Activities

4.1 Learning Activity Plan

Seminar: 3 hours / week for 12 teaching weeks
Private study time: 9.5 hours / week for 12 teaching weeks

Remarks: the normative student study load per credit unit is 25 ± 5 hours (ie. 150 ± 30 hours for a 6-credit course), which includes all learning activities and experiences within and outside of classroom, and any assessment task and examinations and associated preparations.

4.2 Details of Learning Activities

To be advised by the convenor(s).

Learning Resources

5.1 Resources

Reading materials: Textbooks are available in the library 
Core reading list:
  • Cahn A., Donald D.C., Comparative Company Law, 2nd ed (Cambridge: CUP, 2018) 
  • Kraakman R. at al., The anatomy of corporate law: a comparative and functional approach, 3rd. ed. (Oxford: OUP, 2017) 
Recommended reading list: TBA

5.2 Links

Please refer to the following link: http://www.law.hku.hk/course/learning-resources/