This course is intended for students in the MSC in Finance at the Institut Supérieur de Commerce in Paris. It is dispensed in English.

The objective is to introduce students to the fundamental legal concepts that govern the organization, operation, financing and taxation of business entities. Emphasis is placed on inter-disciplinary relations between law and ethics, as well as between law and economics. References are made to sources in American, English, French, European Union, Chinese and Indian law. Ample use is made of the case method to develop students� analytical ability and understanding of basic techniques of legal reasoning.

Class discussions are focused on the cases and other materials posted on this site.

Evaluation is based on :

- class participation as attested in particular by submissions of case studies at the start of each class at which the student is present and

- a final written exam emphasizing the application of the rules learned in class to hypothetical cases in the manner used in class discussions (one hour twenty minutes, open book).

For additional reading, students are referred to the following books and web sources:

Andreas Cahn and David C. Donald, Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA, 2nd Edition, Cambridge, 2018

Nicola de Luca, European Company Law: Text, Cases and Materials, Cambridge, 2017

Mathias Siems and David Cabrelli, Comparative Company Law: A Case-Based Approach, Bloomsbury Publishing, 2018

Introduction to European Company Law

Company Law and Corporate Governance in the European Union

Revised Uniform Partnership Act (United States)

Model Business Corporations Act (United States)

Companies Act (UK)

Companies Act (India)

Code de commerce (France, Livre II, Des sociétés commerciales et des groupements d'intérêt économique)

Business Entities (China)

Introduction to Economics of Corporate Law
 
 

Part 1 - Introduction to the major forms of business entities

1.1. - Partnerships

Readings:
Revised Uniform Partnership Act (United States) , in particular sections 202, 203, 204, 301, 305, 306, 307, 308, 401, 404, 501, 502, and 503

Cases:
Chaiken - Garett

1.2. - Corporations

Readings:
Model Business Corporations Act (United States), in particular sections 2.02, 2.03, 2.04, 2.05 and 2.06
Model articles of association for a private limited company (U.K.)
Model articles of association for a public company (U.K.)
List of legal entity types by country

Cases:
RKO-Stanley - Cranson Manhart

1.3. - Joint ventures

Readings:
Cooperative Joint Ventures

Cases:
Touche Ross

Part 2 - Management of corporations

2.1. - Corporate powers

Readings:
Model Business Corporations Act (United States), in particular sections 3.01, 3.02 and 3.04
Socially Conscious Corporations and Shareholder Profit, Kevin V. Tu

Cases:
Cross - Henry Ford - Pillsbury

2.2. - Shareholder rights and duties

Readings:
Model Business Corporations Act (United States), in particular sections 6.01, 6.02, 6.03, 6.20, 7.01, 7.02, and 7.20

Cases:
Farber - Weller

2.3. - Appointment and duties of directors

Readings:
Model Business Corporations Act (United States), in particular sections 8.01, 8.02, 8.03, 8.04, 8.24, 8.30, 8.33 and 8.60

Case:
Speigel

2.4. - Law of corporate finance

Readings:
Share sale agreement
Model loan agreement

Cases:
U.S. Steel - Reves

2.5. - Management of corporate groups

Readings:
Model Business Corporations Act (United States), in particular section 6.22
Examples of corporate structures

Cases:
Dania Jai-Alai Palace v Sykes - Metaleurope

2.6 - Criminal law applicable to corporations

Readings:
L'affaire Enron et les relations entre le droit, la morale et l'éthique

Cases:
Levinson - Dirks

Part 3 - Introduction to taxation of business entities

Principles of taxation
Types of taxation
Issues in corporate taxation

DANIEL ARTHUR LAPRES

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