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KDEC 9605 - European Law of corporate governance and capital markets

Type d'enseignement : Seminar

Semester : Spring 2017-2018

Number of hours : 24

Language of tuition : English


Students should have a good understanding of corporate law and a basic knowledge of capital markets law.

Course Description

The course provides an overview on European law (directives and regulations as well as case law) on corporate governance and capital markets. We will cover classics such as conflicts between shareholders and board, minority and majority shareholder, shareholder and stakeholder value and capital market disclosure & insider trading. The class will also include new regulations (2nd shareholder rights directive; market abuse regime), new challenges (activist shareholders) and questions of virtual funding (P2P lending; virtual “tokens”). A number of case studies form part of the class.


LANGENBUCHER, Katja C. (Professeure à la Goethe Universität/House of Finance, Professeure affiliée à Sciences Po)

Pedagogical format

The class combines elements of lecture and class exercise.

Course validation

The course will be graded on the basis of group exercise, a short case note and contrôle continu.


Various readings are required for the class as well as active and constructive participation during the class.

Required reading

  • EU Green Paper on corporate governance in financial institutions, 201
  • EU Shareholder Right's Directive I & II
  • ECJ 19/11 (Geltl/Daimler)
  • ECJ C-628/13 (Lafonta)
  • The DAO, SEC of 25th july 2017

Additional required reading

  • Katz, Short activism – anonymous online short attacks
  • Pietrancosta, Say on Pay: The New French Legal Regime
  • Reddy, The Fat Controller
  • Articles accompanying legislative material and judicial decisions will be announced prior to each class