wir340 - Corporate Law (Complete module description)

The students:
• understand questions concerning corporate law and contexts
• distinguish practice-oriented differences between the individual legal forms of a company.
• distinguish interrelations with other fields of law

The key criterion for the choice of the optimal legal entity for a company is usually the "isolation" of the private assets of the shareholder, i.e. the limitation of liability to the business assets. Unlimited personal liability can be achieved not only by means of the legal form of a corporation (AG, GmbH), but also by means of the legal form of a partnership. At the beginning of the lecture those legal forms are dealt with, with which all partners personally and unrestrictedly are liable; thus, the limitation of the liability to the business assets does not take place. Here the partnership under the civil code (GbR) is to be mentioned, namely in its form as a (non-legally capable) internal GbR and as a (legally capable) external company (external GbR), and the general partnership (OHG). Subsequently, the lecture deals with the legal position of the (unlimitedly liable) general partner and the legal position of the limited partner of the limited partnership (KG). Then the mixed type of the GmbH & Co. KG, i.e. a limited partnership with a limited company (GmbH) as general partner, is presented. The lecture also gives an overview of the other partnerships, such as the silent partnership as a so-called "internal company" and the partnership company. Afterwards the association right is treated as transition to the right of the corporations. Finally, the module deals with the law of the GmbH, law of corporations and law of cooperatives. Structures and characteristics of these legal forms are discussed under consideration of current jurisdiction and legislation. Not only will the instruments of company law be presented in isolation, but - for a better understanding - particular emphasis will be placed on interrelations with other fields of law. The aim of the lecture is not so much to impart comprehensive knowledge, but to provide training in the legal "feeling", i.e. the feeling for interdependent, practical and current problems arising from a certain situation.

Taeger, Gesellschaftsrecht, 2012
Grunewald, Gesellschaftsrecht, 2017.

Workbook:
Mester, Übungen zum Gesellschaftsrecht, 2012.

http://www.privatrecht.uni-oldenburg.de/

Klausur: Ende des Semesters

KL