授業の目的 【日本語】
Goals of the Course(JPN) | | |
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授業の目的 【英語】
Goals of the Course | | | 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】
Objectives of the Course(JPN) | | |
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到達目標 【英語】
Objectives of the Course | | | 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
Course Content / Plan | | Lecture / Theme / Lecture Course Description / Learning outside the class / Related page
１
Introduction
Overview of the course and the basic structures of company law.
２
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.
11
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.
13
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.
15
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
Course Prerequisites and Related Courses | | | 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
Course Evaluation Method and Criteria | | 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
Textbook | | 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
Reference Book | | | Supplementary material (handouts or ppt slides) will be provided in each class. Also, it is recommended to check further reading lists provided from topic to topic by the above textbook. |
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課外学習等（授業時間外学習の指示）
Study Load(Self-directed Learning Outside Course Hours) | | | 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
Notice for Students | | |
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授業開講形態等
Lecture format, etc. | |
授業開講形態（対面遠隔併用で実施する授業一覧）は、名古屋大学大学院法学研究科ホームページの「NEWS ニュース」に掲載します。URL：https://www.law.nagoya-u.ac.jp/
※履修登録後に授業形態等に変更がある場合には、NUCTの授業サイトで案内します。
List of hybrid classes employing both face-to-face and remote teaching methods will be posted in the "News" of the homepage of the Graduate School of Law.
URL：https://www.law.nagoya-u.ac.jp
*If there are any changes in the teaching methods after the period of course registration, it will be announced on NUCT. |
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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
Additional measures for remote class (on-demand class) | |
遠隔授業はNUCTで行う。教員への質問方法、学生同士の意見交換の方法は次のとおりとする。なお、教員より別の指示がある場合は、その指示に従うこと。
・教員への質問は、NUCT機能「メッセージ」により行うこと。
・授業に関する受講学生間の意見交換は、NUCT機能「メッセージ」により行うこと。
（※担当教員が「フォーラム」機能を追加設定した場合は「フォーラム」も利用可。）
Remote classes are conducted via NUCT. Questions to instructors should be asked using the NUCT "Message" function.
Student discussions will be conducted using the NUCT "Message" function. (If the instructor has added the "Forum" function, the "Forum" can also be used.)
Follow your instructor's directions if your instructor has any other directions. |
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