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KDEC 2120 - Le pouvoir des actionnaires dans les sociétés

Type d'enseignement : Séminaire

Semestre : Printemps 2017-2018

Nombre d'heures : 24

Langue d'enseignement : français


It is recommended to have followed a course on company law or corporate governance.

Descriptif du cours

Who should have the power in large corporations? How should it be organized? This is an old question and there are many possible answers. The course will analyze various legal systems (USA, UK, France, Germany, EU, etc.), but will also look at history, philosophy, economics and finance, in order to understand the bases of the various systems. Students will be asked to think as legislators and to design alternative solutions. Various personalities are invited to meet students during the course (chairman of a listed company, general counsel of an investment bank, European politicians, etc.).


CLERC, Christophe (Avocat associé)

Format pédagogique

Students will be asked to prepare specific, well-defined, topics on which they will be called to talk as “experts”. There will be several experts appointed for each class, each with a smaller or larger subject. The format will be based on discussions, not “exposés”. For larger subjects, a paper will have to be prepared. Students will always have the option to use English or French.

Mode de validation

The grades will be based on oral participation, with an emphasis on participation as “experts”. The above-mentioned paper will be taken into account.

Charge de travail

Basic reading is expected to take about 4 hours per week. In addition, each student will be asked to act three times as expert: twice for smaller subjects, once for a larger subject (involving a paper).

Lectures principales demandées

  • Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure, M.C. Jensen, W.H Meckling, Journal of Financial Economic, V.3, No. 4, pp. 305-360, 1976
  • A Team Production Theory of Corporate Law, Margaret M. Blair, Lynn A. Stout, Virginia Law Review, Vol. 85, No. 2, pp. 248-328
  • Who Writes the Rules for Hostile Takeovers, and Why? The Peculiar Divergence of US and UK Takeover Regulation, J. Armour and D. A. Skeel, CBR Working Paper n° 331, 2006
  • John Locke, Traité du gouvernement civil (notion de propriété) (chapitre V).