European Union Company Law
Law (School of)
Postgraduate: Level 7
Sunday 17 January 2021
Friday 26 March 2021
27 October 2020
Requisites for this module
The module will offer both a general grounding in EU Company Law intended for those students who have not studied EU Company Law before, and also a more detailed study of the key areas of the field chosen on the basis of importance and intellectual challenge. The teaching initially focuses on the company law harmonisation process whilst also developing a wider contextual understanding of the debates between EU member states associated with corporate governance that led to today's legislative landscape.
The debates associated with corporate governance and the analysis of the different models of corporate governance -not only at the EU level but also internationally- (for example the USA corporate governance model) will stand at the core of the first part of the module.
The module goes on to explore the basic aspects of company law within the EU with a focus on Corporate Governance, Freedom of Establishment, The Personal Law of the Companies, the Freedom to Provide Services and the Free Movement of Capital, Takeovers and Mergers as well as dissolution of companies at a cross-border level.
The lectures will also look at international aspects of company law with a focus on transnational corporations and the laws and procedures applicable to them. At every stage of the teaching a thorough analysis not only of the current legislation but also of the cultural, ideological and political conflicts that have led to the shaping of the current framework is provided.
Lectures 1 and 2 - Week 17 and 18
- Analysis of corporate governance in the EU member states
- Comparative approach; UK, Germany, USA and the EU.
- Comparative Corporate Governance issues in the EU
- Contractual, stakeholder and concession models of corporate governance (UK, USA, Germany).
- Is there a common EU corporate governance model?
- Board structures: Two-tier v one tier board.
- Corporate institutional Structures in various models.
- The place of the employees, the role of shareholders, the status of the management and the wider debate between shareholders and stakeholders placed in its context.
Lectures 3 and 4 - Week 19 and 20
Freedom of Establishment
- The applicable law to the companies.
- The examination of the Centros case along with the rest of the relevant case law
- Debates and different approaches between member states on the definition of the applicable law to the company along with the definition of the “company seat”.
- The examination of the relevant treaty articles.
Lecture 5 – Week 21
Freedom to Provide Services
- The examination of the relevant case law along with the evolution of the law in question.
- The analysis of the main debates associated with the topic in question
Lecture 6 – Week 22
Free Movement of Capital
- An analysis of the free movement of capital in the EU. Its evolution and the issues emerging therein.
- Scope and exceptions to the free movement of capital.
- Relationship with other freedoms.
- Restrictions on free movement of capital between Member States and third countries.
- Power to legislate and the Economic and Monetary Union (EMU).
Lecture 7 - Weeks 23 and 24
Takeovers and Mergers
- Directive 2004/25/EC (13th Directive) – Takeover Directive
- Directive 2005/56/EC (10th Directive) – Cross-Border Mergers Directive
- The analysis of the relevant legal framework in selected EU countries
Lecture 8 – Week 25
Cross-Border Insolvency Law
- The Dissolution of Companies
- EU regulation on insolvency proceedings and EU directive on preventive restructuring mechanisms
- Main and Secondary proceedings.
- Centre of Main Interests (COMI).
- Key cases: Eurofood, Interedil, Rastelli and Kornhaas
The module is taught through a weekly 1 hour recorded online lecture, followed by an online interactive seminar. In the seminars, students are encouraged to learn from each other as well as from the tutor and to present what they have done orally in a suitably confident and coherent manner. Students will be expected to work independently and as a group. Information on learning and teaching methods and materials will be available on the module Moodle page.
- Barnard, Catherine. (2019) The substantive law of the EU: the four freedoms, [Oxford]: Oxford University Press.
The above list is indicative of the essential reading for the course. The library makes provision for all reading list items, with digital provision where possible, and these resources are shared between students. Further reading can be obtained from this module's reading list.
Assessment items, weightings and deadlines
|Coursework / exam
||LW720 Summative Essay
Module supervisor and teaching staff
Dr Marios Koutsias, email: email@example.com.
Dr Marios Koutsias, Dr Eugenio Vaccari
Dr Hedvig Katherine Schmidt Moutsatsos
The University of Southampton
Available via Moodle
Of 601 hours, 0 (0%) hours available to students:
601 hours not recorded due to service coverage or fault;
0 hours not recorded due to opt-out by lecturer(s).
Law (School of)
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