Courses Augsburg Summer Program 2013 June 10 th till July 19 th Introduction to Law and Economics (Professor Wendel, Pepperdine), 1 credit Time: Tuesday, 4:00-6:00 pm Thursday, 9:00-12:00 pm (4th - 6th week only) The course introduces students to the economic analysis of law. It explores what it means for the law to be efficient; the extent to which a quest for economic efficiency explains the development of the law (with a focus on property and torts due to the limited time); and the extent to which efficiency should affect the development of the law. The course includes a brief introduction to the tools of microeconomics and to the different 'schools' of economic thought. Mergers & Acquisitions (Professor Gaeta, Chapel Hill), 1 credit Time: Monday, 12:30-3:30 pm (1st 3rd week) Tuesday, 12.00-2.00 pm (1st 3rd week) This course will provide a general overview of legal aspects of corporate mergers and acquisitions with an emphasis on public company transactions. The course will focus primarily on mergers and share exchanges and will consider the relevant issues of law from the perspectives of the target company, the acquiring company, the shareholders, and the board of directors. It will also examine the pre-merger "due diligence" process and will provide insight regarding the drafting of acquisition agreements. In addition, the course will deal with legal standards on the use of antitakeover defenses such as "poison pills", as well as federal securities regulation of public companies in a mergers and acquisitions context. Finally, the course will address some of the issues of professional and fiduciary responsibility that arise in connection with mergers and acquisitions. Subject to availability, guest lectures by a public company CEO and/or investment banker have been arranged in the past. A recently announced acquisition transaction will be used as a case study which will be supplemented by case law readings. International Real Estate Finance (Professor Mertens, Santa Clara), 1 credit Time: Time: Monday, 12:30-3:30 pm (4th - 6th week) Tuesday, 12.00-2.00 pm (4th - 6th week) This course will examine the causes of the recent financial crisis, its impact on the global economy, steps taken to prevent future meltdowns, and the interconnectedness of American homeownership and global finance. The course will include an 1
understanding of how the American dream of home ownership has broad implications for investors abroad. In addition, it will cover the various methods of financing real estate acquisitions in the United States, with particular emphasis on lender remedies and debtor protections related to security instruments. Predatory lending issues will also be addressed. European and WTO Law (Professor Möllers, Augsburg), 2 credits Time: Monday, 8:00-12:00 pm The course will give you an overview about the most important institutions, principles and the enforcement of European and WTO law. The class will focus the area of European Intellectual Property Law. The first part of the lecture concerns the basics or foundations of European law, that is the law of the European Union and the law of the European Communities. We will talk about the history, the institutions, the fundamental principles, and the enforcement of EC Law. Then we will come to the law of the common market. It covers the economic policy and the four basic freedoms, that is, the free movement of goods and for workers and the freedom of services and establishment. The law of harmonisation examines the advantages and disadvantages of legal harmonization. The enforcement of law shows how European Law can be enforced as a supranational source of law. The second part examines the International Economic law, especially the WTO agreement. Here again, we will speak about institutions, principles of the GATT, and the Enforcement of the GATT. The lecture will end with an epilogue about Europe and the WTO in the 21st century. Two-third of the time I will give a lecture. The rest of the time we will discuss cases and analyse the line of arguments and argue the cases (moot-court). So it is obligatory to read the cases completely in advance. German and European Company Law (Professor Möllers, Augsburg), 1 credit Time: Tuesday, 8:00-10:00 am In the last twenty years company law has been developed on a European level. This development has lead to many directives on harmonizing company law. Harmonization is necessary because legal systems in the member states are based on different point of view. In Europe, on the one hand, the one-tier system and, on the other hand, the two-tier-board system exists for company management. Furthermore, some member states require strong worker participation. Harmonization within the European Union has made rapid progress during the last few years. The major impulses for these recent changes were discussion about corporate governance and some leading cases by the European Court of Justice. 2
German and European Company Law / Practical Studies (Professor Thömmes), 1 credit Time: Friday, July 5 th 1pm till 7pm Saturday, July 6 th 8am till 2pm This course examines case studies related and complementing the course European and International Company Law. A couple of well known cases, recently decided by the European Court of Justice, will be discussed in the fields of company law, capital market law and tax law. US/EU Antitrust Law (Professor Kort, Augsburg), 1 credit Time: Tuesday, 10:00-12:00 am The course has four parts: Antitrust Economics, U.S. Antitrust Law, European Antitrust Law and a number of Comparative Case Studies. U.S. as well as European Competition Law is based on Antitrust Economics. Therefore, a basic knowledge of Antitrust Economics is necessary to understand Antitrust Law. The course will deal with two main aspects of Antitrust Economics, namely with Price Theory and with Industrial Organization. We will first regard U.S. Antitrust Law, because it is much older than the European Antitrust Law. It dates from 1890 (Sherman Act) respectively from 1914 (Clayton Act) whereas the European Antitrust Law was first contained in the Treaties of the European Communities of the fifties of the 20th century. The chapter on European Antitrust Law will mainly deal with Articles 81 and 82 of the EC Treaty, their structure and their content. Additionally, recent developments of European Antitrust Law will be discusses, particularly the new Council Regulation on procedural regulations for Article 81 and 82 and the new EC Merger Regulation. The Course will also contain a number of (comparative) case studies on important topics of U.S. and European Antitrust Law as for example the abuse of a dominant position or vertical restraints or merger control. The case studies will show a lot of similarities of the U.S. and European Antitrust Law, but also some differences. Intellectual Property Law (Professor Kort, Augsburg), 1 credit Time: Tuesday, 2:00-4:00 pm The course has four parts: Types of Intellectual Property (Patents, Copyright, Trade Marks and Allied Rights), the US Intellectual Property Law, the European Intellectual Property Law and International Intellectual Property Law. 3
The first part will deal with the characteristics shared by all types of IP as well as with the distinctions, inter alia with their distinct subject-matter (inventions, literary and artistic works and associated products, names for goodwill attaching to marketing symbols). The second part deals with the US Law and its special characteristics, inter alia the first-to-invent System. The third part deals with the European Law, in particular with EC Law, for example the Directives regarding intellectual property issues. The fourth part deals with International Law, in particular with TRIPS. Further, questions of Technology Challenge and questions of Cultural Rights are topics of the course. Transnational Litigation (Professor Behr, Augsburg), 1 credit Time: Thursday, 12:00 4:00 pm (1 st 3 rd week only) An increasing number of international business transactions as well as an increasing number of international marriages and other family relations is accompanied by an increasing amount of transnational litigation. Parties to international transactions may sue or be sued abroad. Domestic judgments eventually must be enforced abroad and foreign judgments must be enforced in domestic courts. This course will give an introduction into the problems of transnational litigation. The course then will focus on international jurisdiction and enforcement of foreign judgments under Regulations (EC) 44/2001 and 2201/2003 as well as under Brussels and Lugano Conventions, other Conventions and domestic law. Private International Law (Professor Behr, Augsburg), 1 credit Time: Wednesday 12:00 4:00 pm (1 st 3 rd week only) Private international law governs the choice of law to apply when there are conflicts in the domestic law of different countries related to private transactions. This means that there is a dispute or transaction that involves one of the following: what jurisdiction applies/choice of law to apply/ recognition or enforcement of a foreign judgment. National laws are the primary sources of private international law. However, private international law is also embodied in treaties and conventions (for example, the Hague Conventions on Private International Law), model laws, legal guides, and other instruments that regulate transactions. However, there is no welldefined body of private international law. Private international law deals with a variety of topics, such as contracts, marriage and divorce, jurisdiction, recognition of judgments, child adoption and abduction, and many other areas. Some view private international law as the business law of the world. 4
Introduction to German Law (Professor Schmitt, Augsburg), 1 credit Time: Wednesday, 8:00 10:00am This course introduces the students to some basic structures of German law. The lectures include discussions about the German Constitution, the so called Grundgesetz, with focus on fundamental constitutional principles and the general functioning of the German legal system. The class primary focus will be on private law, especially the German Civil Code (BGB) and some other codes with economic relevance (Commercial Code, Law of Corporations, German Competition Law, etc.). Furthermore, the course includes an introduction to civil litigation in German courts. European Contract Law (Professor Camilleri, Palermo), 1 credit Time: Wednesday 12:00 2:00 pm Thursday 12:00 2:00 pm (4th - 6th week only) The implementation of some specific sectors of contract law in the framework of EU legislation has become an important issue for many subjects. In the most of cases the legislative body of the European community has followed the so called soft harmonization approach, by adopting directives on contractual matters. One of the objectives of this course it is to present an overall picture of contracts in European law, but it s also dedicated to enhancing critical analysis of some European contract law institutions, focusing in particular on the functioning of common market. A special attention will be devoted to the European competition law and its interference with the law of contracts and the party autonomy in general. By the attendancy of the course, the students will receive professional training in this area of law, in accordance with the labor market. At the conclusion of this course is intended for the student to gain training and skills necessary to: 1. analyze the basic principles ruling contracts at European level 2. analyze the differences and compatibility of national contracts with European law of contracts 3. analyze the compatibility of single contractual clauses with antitrust law Introduction to French Law (Professor Ferrand, Lyon), 1 credit Time: Wednesday 2:00 4:00 Thursday 2:00 6:00 (5 th and 6 th week only) The course gives a short summary of the French judicial organisation; Contracts (conclusion, conditions, voidability...) or torts (it depends on the year); Introduction to French Company Law: types of companies, common and specific regulations; Liability of partners and managers. 5
Joint Seminar on Capital Markets Law and Legal Methodology, 2 credits Professor Moellers (Augsburg), Professor Wendel (Pepperdine) Time: July 12 th - July 14 th Seminar weekend on Isle Frauenchiemsee Independent research paper needs to be handed in. German Language Course Time: Monday 4:00 7 pm (1 st - 5 th week only) This course teaches you the basics of the German language. 6