Development of an Enterprise
Module 3
Business Entities II
Prof. Dr. Carsten Jungmann
The course on Business Entities II is taking the same interdisciplinary approach as the course on Business Entities I. However, the emphasis is on the organizational aspects of the law of business entities. A central aspect are the particularities (and liability threats) of the formation of incorporated entities.
Then, the course centers on the corporate “organs” (or bodies) as boards, shareholder/member meetings etc. In addition, it deals with issues such as the distribution of rights and responsibilities between shareholders and analyzes how incorporated entities of different sizes and business models require different forms of organization.
A further integral aspect of Business Entities II is related to the several duties of board members/managing directors (the so-called fiduciary duties). However, also specific liability threats for such persons (e.g. the liability for “wrongful trading”) will be discussed. In addition, the course will explore the limits of limited liability as a matter of the corporate structure and discuss the concept of “piercing the corporate veil”.
Finally, the course addresses the field of corporate groups and the problems of cross-border activities of (incorporated) entities. In this regard, current EU legislation and decisions of the European Court of Justice will be discussed.
European Capital Markets Law
Dr. Malte Wundenberg
Today corporations cover their capital requirements by issuing shares and other instruments. They address themselves to institutional investors (e.g.: pension funds, hedge funds, banking houses) and private investors. Banking houses, financial analysts and rating agencies act as financial intermediaries between corporations and investors. Public offers and trading of securities on markets are supervised by public authorities; in Europe national supervisors, such as BaFin in Germany, AMF in France and FCA/PRA in the UK, and European authorities, such as ESMA.
The course will provide students with an introduction to European Capital Markets Law. The main focus will be put on the development of a European capital markets union. The course will concentrate on market abuse, the publication of relevant information for the markets, public take-overs and the regulation of financial analysts. Special attention will be paid to recent issues of capital markets law such matters related to ESG (Environmental Social Governance).
Capital Markets
Andreas E. Meier
This lecture provides students with an introduction of the functioning of capital markets. In particular the focus lies on:
- Functions of capital markets
- Raising capital for corporations
- Understanding Asset Classes
- Equities
- Fixed Income
- Mutual and Hedge Funds
- Commodities
- Real Estate
- Private Equity
During the course, each asset class will be examined with respect to
- Risk and Return
- Pricing and valuation
- Perspectives of Issuers and Investors
- Administrative and regulatory frameworks
