International Business Law Overview

Business Law Course Objectives

• The course focuses on the core aspects of international business law.
• It primarily focuses on corporate law, providing an in-depth understanding of the legal factors that influence a corporation's governance and business operations.
• The course also explores the various organizational forms of corporations and the challenges associated with managing their economic activities.
• Students will have access to course materials and a textbook for further learning.

Specific Topics Covered

• Origins of Business Law: The genesis of business law and its development from the "lex mercatoria" to modern corporations.
• Individual Firms and Partnerships: Exploration of different forms of business structures, including sole proprietorships and partnerships.
• What is a Corporation: Understanding the concept of a corporation, its legal framework, and its characteristics.
• Agency Problems & Shareholder Interests: Analysis of conflicts between shareholders and management, specifically regarding differing interests between majority and minority shareholders.
• Freedom of Establishment & EU Harmonization: Examining the principles of free movement of goods and services in the European Union and the harmonization of business regulations.
• Setting up a New Company in the EU: Understanding the legal processes involved in establishing a business entity within the European Union.
• Legal Capital, Capital Formation, and Capital Maintenance: Exploration of the concepts of authorized capital, share capital, capital contribution, and maintaining the corporation's financial stability.
• Basic Corporate Governance Structure: Exploring the roles and responsibilities of key corporate governance stakeholders, including shareholders, the board of directors, and auditors.
• Related Party Transactions: Understanding the complexities of transactions between a corporation and its related parties, including conflicts of interest.
• Annual and Consolidated Accounts: Examining financial reporting requirements, including the preparation and publication of annual and consolidated financial statements.
• Shareholder Rights and Minorities Protections: Analyzing the legal rights of shareholders and the mechanisms established to protect the interests of minority shareholders.
• Charter Amendments and Extraordinary Operations: Understanding the processes involved in modifying a corporation's charter and managing significant corporate events, such as mergers and acquisitions.
• Corporate Groups: Exploring the legal structures and governance mechanisms of companies operating within a corporate group.

Expected Learning Outcomes

• Knowledge and Understanding: Acquiring a comprehensive understanding of the sources of corporate law and the key issues within corporate law systems.
• Applied Skills: Developing the ability to apply corporate law principles and analyze critical aspects of corporate regulations.
• Evaluation: Enhancing analytical and judgment skills in the context of corporate law, considering the rationale behind specific regulations.
• Communication Skills: Mastering the vocabulary and terminology used in business law for effective communication in written and oral contexts.
• Learning Skills: Developing individual learning and self-evaluation skills for continued academic development.

Course Information

• Teaching Methods: The course will utilize interactive lectures with open discussions.
• Course Materials: Learning materials, including slides, will be available on Moodle, the university's online learning platform.
• Final Exam: The exam will consist of multiple-choice questions; each correct answer worth 3 points. There is a penalty of -1 point for incorrect answers.
• Passing Grade: The minimum passing grade is 18 out of 30.

Business Law: Purpose and Values

• Market Regulation: Business law regulates the activities within the market, including entrepreneurs, their interactions, and the conduct of business.
• Wealth Production: The primary focus is on regulating the production of wealth in a professional and organized manner.
• Balancing Interests: The legal system seeks to find the balance between maximizing wealth production and protecting other competing interests, such as those of lenders, employees, consumers, and the environment.
• Wealth Distribution: Business law plays a role in determining how wealth is distributed after its production.

Business Law: Origins

• Lex Mercatoria: Rules of commerce evolved during the late Middle Ages as a self-regulatory system created by merchants to facilitate trading activities.
• Early Corporations: The concept of corporations emerged during the Renaissance in Italy. Initially, they were established for specific ventures, such as voyages.
• Limited Liability Partnership: The "commenda" system, similar to a current limited liability partnership, developed in Italy during the Middle Ages, where partners had different levels of liability.
• Government Concessions: Until the nineteenth century, incorporating a company required government permission.
• Right to Establish Corporations: The United States introduced the right to establish corporations freely, marking a significant shift in business regulation.