LLAW6284 & JDOC6284

General Course Information

1.1 Course details

Course code: LLAW6284 / JDOC6284
Course name: Comparative Company Law
Programme offered under: LLM Programme / JD Programme
Semester: January
Prerequisites / Co-requisites: No
Credit point value: 9 credits / 6 credits

1.2 Course description

This course examines critical and controversial topics in company law in a comparative context, in particular 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 allow a comparison of how different legal systems deal with similar needs and problems. Against this background, the final part of each class will be focused 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 TBA TBA By email

Learning Outcomes

2.1 Course Learning Outcomes (CLOs) for this course

CLO 1 Understand key 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 key elements of English, French, German and US corporate law as well as corporations domiciled in these jurisdictions.

CLO 3 Use information about the establishment of 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



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 TBC 25% 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 2024 70% 1, 2
  • Analyse pieces of legislation on company law coming from different jurisdictions
  • Apply 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, subject to approval by a professor. Potential topics will be discussed with the students.

Length: the papers should be 10-15 pages in length (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.).


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-hour seminars in an intensive mode in January semester
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

The detailed reading schedule will be provided to the registered students closer to the date of commencement of the course.

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/