Information Package / Course Catalogue
| Law | |||||
| Bachelor | Length of the Programme: 4 | Number of Credits: 240 | TR-NQF-HE: Level 6 | QF-EHEA: First Cycle | EQF: Level 6 |
Ders Genel Tanıtım Bilgileri
| School/Faculty/Institute | Faculty of Law | ||||
| Course Code | LAW 427 | ||||
| Course Title in English | Law of Corporate Groups | ||||
| Course Title in Turkish | Şirketler Topluluğu Hukuku | ||||
| Language of Instruction | EN | ||||
| Type of Course | Lecture | ||||
| Level of Course | Advanced | ||||
| Semester | Spring | ||||
| Contact Hours per Week |
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| Estimated Student Workload | 94 hours per semester | ||||
| Number of Credits | 4 ECTS | ||||
| Grading Mode | Standard Letter Grade | ||||
| Pre-requisites | None | ||||
| Expected Prior Knowledge | HUK 306 - Ticaret Hukuku II | ||||
| Co-requisites | None | ||||
| Registration Restrictions | Only undergraduate students | ||||
| Overall Educational Objective | Students will learn the key concepts relating to the law of corporate groups. | ||||
| Course Description | Legal model approaches to corporate group law systems, the role of group interest and the balance between advantages and disadvantages, protection of minority shareholders, rules on intragroup loans and related party transactions, protection of creditors and third parties, piercing the corporate veil doctrine, concepts of dominance and control from a comparative perspective. The course will primarily focus on the continental European legal systems. | ||||
| Course Description in Turkish | Şirketler topluluğu hukuku sistemlerine yaklaşımlar, grup menfaatinin rolü ve avantajlar ile dezavantajlar arasındaki denge, azınlık hissedarların korunması, grup içi krediler ve ilişkili taraf işlemlerine ilişkin kurallar, alacaklıların ve üçüncü kişilerin korunması, tüzel kişilik perdesinin kaldırılması doktrini, karşılaştırmalı bir perspektiften hakimiyet ve kontrol kavramları. Ders öncelikle Kıta Avrupası hukuk sistemlerine odaklanacaktır. |
Course Learning Outcomes and CompetencesUpon successful completion of the course, the learner is expected to be able to:1) Understands the role of corporate groups in modern economies in a historical, national, and international context. 2) Explains the basics of and compares different corporate group systems. 3) Demonstrates a basic knowledge of corporate group law, rights and duties of shareholders, directors and managers, corporate transactions in different jurisdictions. 4) Understands the basics of different corporate group law systems. |
| Program Learning Outcomes/Course Learning Outcomes | 1 | 2 | 3 | 4 |
|---|---|---|---|---|
| 1) The ability to recognize and apply basic principles and theories of law, legal methodology, and interpretation methods. | ||||
| 2) The ability to follow, evaluate, interpret and apply the current developments and legislative amendments. | ||||
| 3) The ability to locate and use legal resources; to follow and evaluate current legislative amendments, legal science, and court decisions. | ||||
| 4) The ability to internalize social, scientific and ethical values while evaluating legal information. | ||||
| 5) The ability to recognize, examine and resolve legal issues with respect to general principles of law, de lege feranda and de lege lata; to take into consideration both national and international aspects of law; and to acknowledge the importance of personal conviction while making decisions. | ||||
| 6) The ability to critically analyze legal disputes, legislation, court decisions and different views in the legal science; to form his/her own opinions; to detect legal lacuna and suggest alternative solutions. | ||||
| 7) The ability to understand issues regarding different fields of law; to characterize and propose solutions to complex issues arising from legal practice. | ||||
| 8) The ability to participate in and organize legal projects and activities as a socially responsible individual; to put his/her legal knowledge and skill to use efficiently (in the public or private sector). | ||||
| 9) The ability to use a foreign language at least on a B2 Level on the European Language Portfolio, to follow legal developments and communicate with colleagues in that language; to use computer software and information and communication technologies necessary in the law field at an Advanced Level of the European Computer Driving License. | ||||
| 10) Adoption of a positive approach to the concept of lifelong learning. | ||||
| 11) The ability to understand the development, evolution, and problems of the society and to contribute to the solution of these problems by legal methods. | ||||
| 12) The ability to understand the structure, organization, and functioning of law on the national and international level; to contribute to the development thereof. |
Relation to Program Outcomes and Competences
| N None | S Supportive | H Highly Related |
| Program Outcomes and Competences | Level | Assessed by | |
| 1) | The ability to recognize and apply basic principles and theories of law, legal methodology, and interpretation methods. | H | Exam |
| 2) | The ability to follow, evaluate, interpret and apply the current developments and legislative amendments. | S | Exam |
| 3) | The ability to locate and use legal resources; to follow and evaluate current legislative amendments, legal science, and court decisions. | S | Exam |
| 4) | The ability to internalize social, scientific and ethical values while evaluating legal information. | N | |
| 5) | The ability to recognize, examine and resolve legal issues with respect to general principles of law, de lege feranda and de lege lata; to take into consideration both national and international aspects of law; and to acknowledge the importance of personal conviction while making decisions. | H | Exam |
| 6) | The ability to critically analyze legal disputes, legislation, court decisions and different views in the legal science; to form his/her own opinions; to detect legal lacuna and suggest alternative solutions. | H | Exam |
| 7) | The ability to understand issues regarding different fields of law; to characterize and propose solutions to complex issues arising from legal practice. | H | Exam |
| 8) | The ability to participate in and organize legal projects and activities as a socially responsible individual; to put his/her legal knowledge and skill to use efficiently (in the public or private sector). | N | |
| 9) | The ability to use a foreign language at least on a B2 Level on the European Language Portfolio, to follow legal developments and communicate with colleagues in that language; to use computer software and information and communication technologies necessary in the law field at an Advanced Level of the European Computer Driving License. | H | Exam |
| 10) | Adoption of a positive approach to the concept of lifelong learning. | N | |
| 11) | The ability to understand the development, evolution, and problems of the society and to contribute to the solution of these problems by legal methods. | S | Exam |
| 12) | The ability to understand the structure, organization, and functioning of law on the national and international level; to contribute to the development thereof. | H | Exam |
| Prepared by and Date | FATMA BERİL ÖZCANLI , January 2024 |
| Course Coordinator | FATMA BERİL ÖZCANLI |
| Semester | Spring |
| Name of Instructor | Asst. Prof. Dr. FATMA BERİL ÖZCANLI |
Course Contents
| Week | Subject |
| 1) | Introduction to corporate group law systems, elements that define a group of companies |
| 2) | Control and different purposes of its definitions, organic control |
| 3) | Parties to the control relationship, control of dominant party, ultimate controlling entity, dependent entity |
| 4) | Cross shareholding |
| 5) | Legal models and approaches to Groups of Companies |
| 6) | Jurisdictions with special corporate law regulations on corporate groups |
| 7) | The role of group interest and the balance between its advantages and disadvantages |
| 8) | Protection of minority shareholders |
| 9) | Shareholders' rights and duties |
| 10) | Rules on intragroup loans and related party transactions |
| 11) | Company law issues on the level of controlling company |
| 12) | Protection of creditors and other third parties |
| 13) | Piercing the corporate veil doctrine |
| 14) | Insolvency |
| Required/Recommended Readings | Recommended Books: The Anatomy of Corporate Law, Reinier Kraakman/John Armour/Paul Davies/Luca Enriques/Henry Hansmann/Gerard Hertig/Klaus Hopt/Hideki Kanda/Mariana Pargendler/Wolf-Georg Ringe/Edward Rock, OUP, 2017. Comparative Corporate Law, Marco Ventoruzzo/Pierre-Henri Conac/Gen Gotō/Sebastian Mock/Mario Notari/Arad Resiberg, West Academic Publishing, 2015. Groups of Companies, a comparative law overview, Ed:Rafael Mariano Manovil, Springer, 2020. | |||||||||||||||
| Teaching Methods | Students work independently before classes covering readings and assignments. Class time is spent on theory, concepts, and application of materials. | |||||||||||||||
| Homework and Projects | ||||||||||||||||
| Laboratory Work | ||||||||||||||||
| Computer Use | ||||||||||||||||
| Other Activities | ||||||||||||||||
| Assessment Methods |
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| Course Administration |
ozcanlib@mef.edu.tr |
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ECTS Student Workload Estimation
| Activity | No/Weeks | Hours | Calculation | ||||
| No/Weeks per Semester | Preparing for the Activity | Spent in the Activity Itself | Completing the Activity Requirements | ||||
| Course Hours | 14 | 1 | 2 | 2 | 70 | ||
| Midterm(s) | 1 | 10 | 2 | 12 | |||
| Final Examination | 1 | 10 | 2 | 12 | |||
| Total Workload | 94 | ||||||
| Total Workload/25 | 3.8 | ||||||
| ECTS | 4 | ||||||