Format des notes

Programme détaillé

Please see below a detailed program of the class, which remains subject to (limited) modifications.

1. Introduction to Law & Finance

This class provides an overview of various legal concepts as well as of private actors and public institutions which we will come across during the rest of the course. Both the French and American legal and institutional systems will be discussed during the class.

2. Corporate governance 1: The Shareholder Approach

This class discusses the rationale in favour of the “shareholder approach”, which puts shareholders at the centre of corporate governance’s concerns. It covers the various conflicts of interests whose resolution enhances shareholders’ welfare. It also discusses the legal and contractual tools supporting equity value maximisation.

3. Corporate governance 2: New Business Structures and ESG Strategies

Companies active in the AI sector are not pushing just the frontiers of technological development: they are also reshaping the organization of business. The first part of this class explores the unusual structures of AI companies, the role the law plays in enabling (and sometimes disabling) their functioning, and the extent to which new technologies call for new governance forms.

The second part of the class provides an introduction to the stakeholder approach (corporate purpose, codetermination). It then discusses the pursuit of ESG considerations through corporate governance and, finally, addresses the shareholder short-termism debate.

4. Competition Law

Competition (or, in the US, antitrust) law is a body of law based on the premise that competition leads to lower prices, more output, and more innovation. In this class, we will discuss the main provisions of EU and US antitrust laws and their economic foundations. Then, we will question whether the economic principles they are grounded in still hold true today.

5. Corporate Control 1: Principles of Takeover Law

This class discusses the economic implications of takeovers, the efficiency issues posed by takeovers, and the two main ways takeover regimes around the world seek to address them: procedural rules and anti-takeover defences.

6. Corporate Control 2: Regulation and practical aspects

This class delves deeper into the regulation of takeover bids. It notably discusses merger arbitrage strategies, the peculiar issues posed by takeovers launched by controlling shareholders, and so-called “squeeze-outs”—that is, the forced expropriation of minority shareholders under certain conditions.

7. Shareholder engagement

This class discusses various ways in which shareholders can actively engage with the companies in which they invest, from friendly discussions with the company’s board to the filing of written questions and shareholder proposals at the company’s general meeting.

8. Corporate insolvency

This class highlights the peculiarities of investment strategies involving distressed companies and the central role of restructuring law in these strategies. It also discusses the objectives and key issues addressed by restructuring law (creditors’ coordination, control and valuation).

9. Oral presentations

This session is dedicated to students' graded presentations.