Law on corporate structures

Teacher(s)

De Cordt Yves;

Language

French

Main themes

The subject of the course is the enterprise as a social institution and economic force in its attempt to achieve the ideal shape, size, structure and organization within its own marketplace. In particular this implies an acquisition of a detailed and analytical knowledge of the requirements regarding the decision-making processes and management of a commercial company to achieve the " ideal " legal corporate structure, and also of the provisions for reorganisation and mobility of commercial companies. The Law on corporate structures covers the following topics : - notion and characteristics of the enterprise : private companies, public companies, autonomous public companies, profit-making/non profit-making sector, public-private partnership ; - legal structure and corporate governance (principles and measures to organise and control power within a commercial company and group of companies, decision-making procedures, etc.) and also to take account of stakeholders ; - contractual groupings, corporate restructurations and reorganisations, with regard to any problems with competition law (on mergers/divisions, the acquisition/ division of universal or any branch of activity, public offers for acquisition and the private division of any share in control, etc.) - corporate mobility and freedom to relocate (across-border mergers, change of headquarters, European company, etc.) - corporate unease about social and tax law ( the "capital-labour" relationship, collective labour relations, the mechanics of associating personnel in the management and profits of the company, the tax situation for groups of companies, the tax regime for corporate restructurations, etc.); - guidance and protection for any enterprise in difficulty; - corporate criminal and social responsibility. This course has an interdisciplinary approach and basically studies Belgian and European law. Specific issues are however tackled on the basis of comparative law or an economic analysis of the law.

Bibliography

J. Malherbe, Y. De Cordt, Ph. Lambrecht, Ph. Malherbe & H. Culot, Précis de droit des sociétés, 5e éd., Bruxelles, Larcier, 2020, disponible au service-cours.

Teaching materials

• J. Malherbe, Y. De Cordt, Ph. Lambrecht, Ph. Malherbe & H. Culot, Précis de droit des sociétés, 5e éd., Bruxelles, Larcier, 2020, disponible au service-cours.

Faculty or entity

BUDR