Introduction to Corporate & Commercial Law in the Common Law
Environment – Johdanto anglosaksiseen liikejuridiikkaan 2007:
23 January – 22 February 2007, all classes at Luentosali P673
Date
Tuesday, January 23
Time
8 – 10 am
Thursday, January 25
Tuesday, January 30
8 – 10 am
8 – 10 am
Thursday, February 1
8 – 10 am
Tuesday, February 6
Thursday, February 8
Tuesday, February 13
Thursday, February 15
Tuesday, February 20
Thursday, February 22
8 – 10 am
8 – 10 am
8 – 10 am
8 – 10 am
8 – 10 am
8 – 10 am
Class Name
General introduction on the course +
introduction to the UK system
U.S. Legal System: Judicial Review
U.S. Legal System: Separation of
Powers and Federalsm
U.S. Legal System: Civil Rights and
Civil Liberties
U.S. Corporations I
U.K. Corporations
U.S. Contracts
U.S. Corporations II
Securities Law I
Securities Law II / Exam Preparations (and handing out the questions)
Lecturer(s)
Heinonen and Skinner
Cohen and Parrish
Cohen and Parrish
Cohen and Parrish
Heinonen and Juusela
Leinonen
Olsson and Lindqvist
Heinonen and Juusela
Ilmonen and Heinonen
Ilmonen and Heinonen
Participation to classes mandatory.
Exam due and to be returned by 8 March 2007 at 4.00 p.m. (6 study points / 3 study weeks).
In case of questions, please contact mikko.heinonen@hannessnellman.com
Reading requirements:
Please read the following texts before the classes and be prepared to discuss them.
The cases are available on WestLaw. All materials are copied to five (5) binders which may also be found
at Porthania 3. floor on a shelf in the hall by the entrance by 12 noon on Tuesday, 16 January 2007.
Please note that some of the readings for classes 25 January, 30 January and 1 February are rather difficult
to read and may be hard to find elsewhere than from the five binders. Do not get discouraged by the first
readings! The exam will focus on Corporate, Securities and Contract issues.
Introduction to the course and Introduction to the UK legal system (23 January 2007)
No reading requirements.
U.S. Legal System: Judicial Review (25 January 2007)
Law and American History / Prologue: The English Heritage
Dr. Bnoham’s Case (8 Co. Rep. 107a, 114a C.P. 1610)
C814044.1
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The “Higher Law” Background of American Constitutional Law
The Federalist Papers: No. 78
Patrick Henry and John Marshall Debate / Judicial Authority, 1788
Garraty: The Case of the Missing Commissions
Marbury v. Madison, 1803
Eakin v. Raub, 1825
Cooper v. Aaron (1958)
City of Boerne v. Flores (1997)
U.S. Legal System: Separation of Powers and Federalism (30 January 2007)
Hayburn’s Case (1792)
Justices Reply to President Washington on Advisory Opinions (1793)
Pacificus No. I (1793)
Helvidius No. I (1793)
Robert Divine, “The Case of the Smuggled Bombers”
United States v. Curtis-Wright Export Corporations (1936)
Youngstown Sheet & Tube Co., et al. v. Sawyer (1952)
Ex Parte McCardle (1868)
Military Commissions Act of 2006 – Turning Bad Policy Into Bad Law
Immigration and Naturalization Service v. Chadha (1983)
Bowsher v. Synar (1986)
Wickard v. Filburn (1942)
Heart of Atlanta Motel v. United States (1964)
United States v. Lopez (1995)
Printz v. United States (1997)
Erwin Chemerinsky, “The Hypocrisy of Alden v. Maine: Judicial Review,
Sovereign Immunity and the Rehnquist Court”
“Rehnquist’s Surprise: Suddenly the States Do Have to Follow Federal Law”
U.S. Legal System: Civil Rights and Civil Liberties (1 February 2007)
Bradwell v. Illinois (1873)
Goesaert v.Cleary (1948)
Reed v. Reed (1971)
Frontiero v. Richardson (1973)
Equal Rights Amendment (1972)
Johnson v. Transportation agency (1987)
Bowers v. Hardwick (1986)
Romer v. Evans (1996)
Lawrence v. Texas
Reynolds v. United States (1879)
Wisconsin v. Yoder (1972)
Employment division v. Smith (1990)
Gonzales v. O Centro Espirita Beneficente Uniao do Vegetal (2006)
U.S. Corporations (6 February 2007)
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Please read the introduction to US Corporate Law from the following site:
http://en.wikibooks.org/wiki/US_Corporate_Law:_Introduction
Case: In re The Walt Disney Company Derivative Litigation C.A. 15452 (Del.
Ch. August 9, 2005) (WestLaw 2056651). No need to read the 591 footnotes
(footnotes appear in the text indented and are marked with “FN”)
Same case also for the class to be held on 15 February (the case will be
discussed in detail on 15 February and this class on 6 February will focus on to
the basic concepts, terminology and structure of the U.S. corporate law).
U.K Corporations (8 February 2007)
A)
Background reading
Please review documents 1-3 before the class. These should also be helpful for the
purposes of the case discussed during the class.
1. The UK Approach on Corporate Governance (Financial Reporting
Council, November 2006)
http://www.frc.org.uk/documents/pagemanager/frc/FRC%20The%20U
K%20Approach%20to%20Corporate%20Governance%20final.pdf
2. The Combined Code on Corporate Governance June 2006 (Financial
Reporting Council, June 2006)
http://www.frc.org.uk/corporate/combinedcode.cfm
3. Good Practice Suggestions from the Higgs Report (Financial Reporting
Council, June 2006)
http://www.frc.org.uk/documents/pagemanager/frc/Suggestions%20for
%20good%20practice%20from%20the%20Higgs%20Report%20June%20
2006.pdf
B)
Case
Please read the following case before the class and be prepared to discuss it:
Case: Re Barings plc (No. 5) [2000] 1 BCLC 523
(a pdf copy of the case will be distributed by e-mail in addition to which paper
copies are available in the binder)
C)
Other useful links
•
For further background information, please also note the other useful links on
http://www.frc.org.uk/corporate/combinedcode.cfm
•
For an example of institutional investors’ approach, please see e.g.
http://www.napf.co.uk/download/CGA5Summary.pdf
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U.S. Contracts (13 February 2007)
Ricketts v. Scothorn, 42 L.R.A. 794, 57 Neb. 51, 77 N.W. 365, 73 Am.St.Rep.
491 (Supreme Court of Nebraska, 1898).
W.W.W. Associates, Inc. v. Giancontieri, 77 N.Y.2d 157 (Court of Appeals
of New York 1990).
Texaco, Inc. v. Pennzoil, Co., 729 S.W.2d 768 (Court of Appeals of Texas
1987).
Borders v. KRLB, Inc., 727 S.W.2d 357 (Court of Appeals of Texas 1987).
These cases cover certain topics that will be discussed in class. You should also
be prepared to discuss the cases and present the facts of the cases.
U.S. Corporations II (15 February 2007)
Same case as for 6 February.
Securities I (20 February 2007)
The texts have been chosen to reflect certain basic concepts of the US
securities laws. The SEC Plan puts out in concise form the basic regulatory
framework, whereas the court opinion in re WorldCom, Inc. explains key liability
issues underlying the securities laws. Do not bother about the technical details
presented in the texts, focus instead on the questions presented below.
United States Securities and Exchange Commission, 2004-2009 Strategic Plan (pp.1-29),
(“SEC Plan”) www.sec.gov/about/secstratplan0409.pdf
The SEC Plan outlines the basis of the relevant regulatory framework for the
US securities markets. It also describes current issues on the market and the
regulatory responses the SEC is considering. Please read pages 1-29 of the SEC
Plan. Consider whether a market regulator should set up advanced and detailed
regulation or whether increased liability of those who sell securities to the
public is a better way to regulate market behaviour. Do you think the SEC will
be able to anticipate market problems as it is aiming to do?
Securities II (22 February 2007)
US District Court, Southern District of New York, In re WorldCom, Inc. Securities
Litigation, Master File 02 Civ. 3288, Opinion and Order of December 15, 2004 (pp. 5378), (“in re WorldCom Inc.”)
A substantial class action lawsuit is pending in the US against WorldCom Inc.
In a recent opinion of the court, certain basic elements of US securities
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regulation were considered. Please read pages 53-78 of the opinion. Focus on
understanding the role of the “underwriter”; i.e. the entity who helps to sell
shares to the public. Also focus on the “due diligence defence”; i.e. the
possibility to avoid liability for mistakes by proving that you have acted
properly. Consider why the “underwriter” should have liability in a sale of
shares to the public.