European Union Corporate Governance and Employee Rights Law
This seminar is devoted to two major fields of European business law of concern to American and European multinational corporations and lawyers. The seminar begins with a review of the European Union's internal market and financial market integration programs and the legal rules governing the trans-border providing of services and the right of establishment.
The principal topic is the evolving regulation of companies and corporate governance, with frequent comparison to US rules. The seminar will review the basic structure of French, German and UK companies, together with the public disclosure, capital maintenance, merger and basic accounting rules imposed by EU company law. The recent Court of Justice doctrine on the right of company establishment will be analyzed. Special attention is given to the controversial Takeover Directive and the recent Corporate Governance Action Plan, with its legislation and recommendations concerning boards of directors and the role and independence of auditors, in contrast to Sarbanes-Oxley rules. The European Codes of Conduct and soft law approach will be emphasized.
The second topic is the EU's Social Policy program and employee rights legislation and case law, especially as they affect the corporate governance of multinational company operations. The rules on collective dismissals, work-time limits and the representation of employees on national and multinational works councils will be analyzed. Equal employment rights for women and men may also be covered.
If time permits, we will review the rules on free movement of capital and their impact on government restrictions on foreign takeovers of privatized companies. We may also review the harmonization rules governing securities trading, notably the rules on regular reporting to shareholders, disclosure of major shareholders, and insider trading, noting their impact on corporate governance.