General Information and Module Booking (updated information)
The course will examine the main principles of corporate law from a comparative and European perspective. In doing so, the major doctrines of common law and civil law systems will be analysed. The areas covered include ‘Why do we have companies?’, shareholder rights, directors’ duties, agency principles, corporate governance, capital raising, insider dealing and market misconduct. The EU law principles of free movement and shareholder control of financial decisions will be covered. Also covered will be investor protection, the regulation of compensation, corporate personality, formation and limited liability. Theories of corporate social responsibility and employee rights will be explored along with the role of auditors and rating agencies. The course will use several case studies to highlight key issues.
Those students who are enrolled at the Faculty of Business, Economics and Informatics, and have had issues booking this course, please send a request for correction of modules (DOT, 101 KB) (Antrag zur Korrektur von Modulbuchungen) via email to firstname.lastname@example.org. Ensure you date and sign it and send it electronically to them. This must be done before Monday, 19.10.2020, at 11:30am. Alternatively, please contact +41 (44) 634 21 24 for more information.
The lectures will be held on Monday, 14:00-15:45, starting 14 September 2020 until 14 December 2020. Due to the Coronavirus, we will be holding the lectures online as live stream Zoom meetings. Subsequently, they will be available to view online as presentations.
Please monitor this page for the Link to the Zoom meetings.
Zoom Live Stream
Kern Alexander is inviting you to a scheduled Zoom meeting.
Topic: Gesellschaftsrecht II / Comparative Corporate Law
Time: Sep 14, 2020 02:00 PM Amsterdam, Berlin, Rome, Stockholm, Vienna
Every week on Mon, until Dec 14, 2020, 14 occurrence(s)
Sep 14, 2020 02:00 PM
Sep 21, 2020 02:00 PM
Sep 28, 2020 02:00 PM
Oct 5, 2020 02:00 PM
Oct 12, 2020 02:00 PM
Oct 19, 2020 02:00 PM
Oct 26, 2020 02:00 PM
Nov 2, 2020 02:00 PM
Nov 9, 2020 02:00 PM
Nov 16, 2020 02:00 PM
Nov 23, 2020 02:00 PM
Nov 30, 2020 02:00 PM
Dec 7, 2020 02:00 PM
Dec 14, 2020 02:00 PM
Join Zoom Meeting
Meeting ID: 916 9450 9447
You may download and import the following iCalendar (.ics) files to your calendar system.
Podcast / Zoom Recording
The podcasts / Zoom recordings can be watched here. Please note that due to technical difficulties individual lectures may not be recorded or only with disturbance. Students who forgo the attendance of a lecture or the writing of their own notes do so at their own risk. For technical reasons, the constant availability of records cannot be guaranteed. The loss of access to the recordings is not sufficient cause for an appeal against the examination. Scripts or other materials declared as examination relevant take priority over the podcasts / zoom recordings. In case of ambiguity contact the lecturer immediately. The recordings are for private use only. Redistribution in whatever form, in whole or in part, is not permitted without consent of the lecturer and may be punished by disciplinary measures or otherwise.
Zoom Recording - Lecture 2 (21 Sep 2020) - Unfortunately, due to technical difficulties, we are unable to provide this lecture at this time. Please refer to the powerpoint slides.
Zoom Recording - Lecture 8 (02 Nov 2020) (MP4, 112 MB) (Dr David Roth)
Zoom Recording - Lecture 9 (10 Nov 2020) (MP4, 137 MB) (Dr David Roth)
Zoom Recording - Lecture 11 (23 Nov 2020) (MP4, 114 MB) (Dr David Roth)
Written examination (open book) - 24 hour essays exam
Starting time: Monday, 21 December 2020, 9:00am, CET (PDF of exam will be sent to students' UZH emails)
Ending time: Tuesday, 22 December 2020, 9:00am, CET (answers due to email@example.com no later than 9:00am)
Note: for those with significant overlaps with other examinations, please get in touch with us at firstname.lastname@example.org as soon as possible so we can mark you for the substitute examination held between Friday, 8 January 2021, from 17:00 CET onwards until Saturday, 9 January 2021, 17:00 CET. Please return your exams no later than 17:00 CET on 9 January 2021.
! Attention: Please note that the information on our website regarding date and time (below) is not binding. Please check the official exams website to find out about the date, time and the room in which the Gesellschaftsrechts-exam will take place as well as your personal examination sequence number:
Please be aware that the internal exam grading process will continue until mid February. Once this is reached, the University of Zurich will transfer all the marks into the online system, and the grades will be published in the module booking tool / student portal latest on 24 February. Your official transcripts will be available online latest on 26 February. At this point you will also be able to download the exam, the model answer, and the grade scale.
Mock Exams and Former Exam Questions
Introduction: Foundations of Swiss Company Law
Lecture 1: Introduction, Theory of the Firm, Common Principles of Corporate Law across Jurisdictions, Role of Shareholders
M Friedman, 'A Friedman doctrine‐- The Social Responsibility Of Business Is to Increase Its Profits', The New York Times, 13.09.1970
Lecture 2: Management & Agency Problems, Role of Board of Directors
Lecture 3: Corporate Personality, Formation, Separate Legal Entity Principle, Limited Liability & Corporate Group Liability
Lecture 4: Corporate Finance, Capital Raising and Maintenance - The Prospectus and Insolvency
Optional - Examples of a Prospectus
Lecture 5: EU Capital Market Structure and Free Movement
Lecture 6: Investor Protection, Shareholder Control Issues, and Minority Shareholders Rights, Ethics and Corruption
Lecture 7: Prospectus Regulation, Insider Dealing, Market Abuse and Fraud
Lecture 8: Data Law
European Data Protection Supervisor/European Data Protection Board - Annex to the Joint Statement, Initial legal assessment of the impact of the US CLOUD Act on the EU legal framework for the protection of personal data and the negotiations of an EU-US Agreement on cross-border access to electronic evidence, 10 July 2019 (PDF, 661 KB)
Lecture 9: Compensation and Bonuses
Armour / Enriques / Hansmann / Kraakman, Chapter 3: The Basic Governance Structure : The Interests of Shareholders as a Class, in: Kraakman et al. (eds.), The Anatonomy of Corporate Law, 3rd. ed., 2017, pp. 49-77 (PDF, 220 KB)
Lecture 10: Corporate Governance, Stakeholders and Corporate Social Responsibility
Lecture 11: Takeovers and Mergers
Lecture 12: Role of Gatekeepers - Accountants, Auditors, and Rating Agencies - a 'True and Fair View'
Lecture 13: Multinational Corporate Groups, Ethics, Corruption / Corporate Governance & Technology