Comparative Company Law

This module will examine legal aspects of an English company, including its formation, management, financing and if insolvent, its rescue and/or liquidation.

The similarities and differences of the same aspects of a company formed in Germany, being a civil law jurisdiction, will be explored. Finally, the same aspects of Chinese company law (a system of law rooted in civil law traditions but with socialist characteristics) will be compared and contrasted.

Workload

• Weekly 2-hour seminar

Scope and syllabus

• An examination of the legal nature of a company formed in England and Wales, Germany and China and the legal significance of it being a separate legal entity from its shareholders.
• Consideration of the management structure within an English, German and Chinese company and the legal duties and potential liabilities.
• An exploration of how an English, German and Chinese company is financed including an examination of shares and security provided for loans.
• The impact of insolvency on an English, German and Chinese company is examined and rescue procedures and liquidation are studied.

Method of assessment

• Exam: 60% (2 hours)
• Essay: 40% (3,000 words)

Suggested reading

• Davies, P. and Worthington, S. 'Gower's Principles of Modern Company Law' Sweet & Maxwell (2021)
• Gu, M. 'Understanding Chinese Company Law' HKU Press (2010)
• Gohring, A. and Schroder, A. ‘The Limited Liability Company Under German Law (the Gmbh)’ German Law Publishers (2020)
• Wang, JiangYu ‘Company Law in China’ Edward Elgar Publishing (2014)

Disclaimer

Important notice regarding changes to programmes and modules.