535.01 Comparative Corporate Law

This is a reading seminar, which will be conducted by interactive class discussions, which will utilize heavily comparative approaches. We will start with the U.S. style corporate law theories and practices, and then discuss on how they are actually applied or rejected throughout the world, particularly in the United Kingdom, Continental Europe, and East Asia. The goal of this course is not merely to compare legal institutions of different legal origins. Rather, this course intends to consider several core problems with modern business association, and ask why and how different rules have been developed across the countries. There would be no clear answers, but such discussions will enhance our understanding of corporate law as well as capitalism in general. For these purpose, readings are carefully edited from three articles: roughly, one is associated with the United States, another with the Continental Europe (including the United Kingdom, if any), and the other with the East Asia (mostly Japan and Korea). Due to the time constraint, however, only a handful of core issues and selected papers will be assigned and discussed in class. More advanced theoretical issues on corporate governance will be covered by another corporate governance course. Instead, we will focus on controlling families and corporate group, different schemes of corporate monitoring (directors and institutional shareholders) across the countries, flexibility of corporate finance rules in terms of creditor protection, and finally, dramatic differences of takeover markets. Although the readings sometimes employed economic reasoning, the course requires only a basic understanding of microeconomics.

Enrollment Prerequisite

Law 210 BA is required for JDs.  International LLMs should have taken corporate law course in their home country.

Fall 2017

Course NumberCourse CreditsEvaluation MethodInstructorMeeting Day/TimesRoom
Reflective Writing
Research and/or analytical paper(s), 10-15 pages
Class participation
Ok-Rial Song
2:00-3:50 PM
Sakai site: https://sakai.duke.edu/portal/site/LAW.535.01.F17
Email list: LAW.535.01.F17@sakai.duke.edu
Degree Requirements
Course Areas of Practice