| 授業の目的 【日本語】 | | |
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| 授業の目的 【英語】 | | | This course aims to present and explore contemporary issues in the realm of company law in major jurisdictions. The reading materials used throughout the course will be provided some weeks in advance; each student will be required to make a presentation at least once during the course, by choosing a topic from the materials, followed by a whole-class discussion. |
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| 到達目標 【日本語】 | | |
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| 到達目標 【英語】 | | | The goal of the course is to understand the major issues in company law and to decide on your own views on them. Then, the students are expected to use the information and knowledge obtained from the classes to develop and incorporate these opinions into their own legal regimes. |
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| 授業の内容や構成 | | Lecture / Theme / Lecture Course Description / Learning outside the class / Related page
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Introduction
Overview of the course and the basic structures of company law.
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Business organizations
Part 1
The different legal forms of business organizations and their comparison in the major jurisdictions.
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Business organizations
Part 2
Further discussion of the different legal forms of business organizations and their comparison in the major jurisdictions.
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Incorporation and its capital
Part 1
Company incorporation procedure in the major jurisdictions, and theoretical issues regarding incorporation.
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Incorporation and its capital
Part 2
The procedure for constituting the initial share capital and increasing the share capital thereafter in the major jurisdictions, and the theoretical and practical issues regarding the share capital.
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Incorporation and its capital
Part 3
Distribution of dividends and repurchase of shares, the maintenance of share capital and classes of shares.
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Corporate governance:
management
Part 1
Directors and officers of the company and their powers.
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Corporate governance: management
Part 2
Directors’ duties of loyalties, good faith and care under the corporate statutes as well as directors’ duties of listed companies under the codes in the major jurisdictions.
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Corporate governance: management
Part 3
Judicial review of management decisions: a study of representative cases in the major jurisdictions.
10
Corporate governance:
management
Part 4
The issues of executive pay in the major jurisdictions.
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Corporate governance: The members
Part 1
Issues related to shareholder rights and their exercise in the major jurisdictions.
12
Corporate governance: The members
Part 2
The procedure and power of shareholders’ meetings in the major jurisdictions.
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Corporate governance: The members
Part 3
Judicial enforcement of shareholder rights.
14
Corporate governance: The members
Part 4
The roles and responsibilities of institutional investors in the listed companies particularly in the codes.
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The market for corporate control
Issues regarding corporate acquisitions including TOBs, LBOs and MBOs.
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| 履修条件・関連する科目 | | | There are no prerequisites for this course. However, students are expected to show their strong interest and enthusiasm in the study of company law and to actively participate in each class. |
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| 成績評価の方法と基準 | | Assessment will be based on the following:
・Class attendance and participation
・Presentation
・A report on a particular issue based on the provided materials, to be submitted at the end of the course |
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| 教科書・テキスト | | A. Cahn and D. C. Donald, Comparative Company Law: Text and Cases on the Laws Governing Corporations in
Germany, the UK and the USA , 2 nd edition, Cambridge University Press, 2018 |
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| 参考書 | | | Supplementary material (handouts or ppt slides) will be provided in each class. |
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| 課外学習等（授業時間外学習の指示） | | | Each student is required to read through the provided materials and survey the points of discussion before attending each class meeting. Also, after the course closes, she/he is expected to study the issues of interest on her/his own. |
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| 注意事項 | | |
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| 授業開講形態等 | | |
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| 遠隔授業（オンデマンド型）で行う場合の追加措置 | | |
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