Summer School on European 10th Summer School on EuropeanBusiness LawBusiness 2011 Law 2014 14 –July 25 25 Julyth to August2014 5 th, 2011 DEAR PARTICIPANTS We are glad to welcome you to our 10th Summer School on European Business Law at the Center for Business and Corporate Law at Heinrich Heine University Düsseldorf. Together with our joint partners, the Interdisciplinary Center Herzliya (Israel), the University of Tilburg (The Netherlands) and the University of Liechtenstein, you will be part of a two week intensive program on European Business Law conducted by experienced speakers from academia and the legal practice. The diversity of European business law is a natural progenitor to a multi- angled curriculum that will sharpen your professional skills in corporate and securities law, intellectual property, capital markets and finance law as well as mergers, acquisitions, takeovers and insolvency law. Apart from the academic experience, you have the unique opportunity to network with law firm representatives, academics and a group of highly qualified participants from all over the world. The cultural and social events will also enrich your stay at the Summer School, Heinrich Heine University and Düsseldorf. Enjoy your experience! With kind regards, Prof. Dr. Ulrich Noack David Eckner – on behalf of the CBC Directors – – Manager of the CBC – Week 1 Haus der Universität – Schadowplatz 14 – 40212 Düsseldorf Heinrich-Heine-Saal, Campus of HHUD Monday, July 14 Tuesday, July 15 Wednesday, July 16 Thursday, July 17 Friday, July 18 Welcome & Get-Together Holding Parent Companies Financial Markets and What’s Special About Bank (Eckner) European Competition Law Liable for their Subsidiaries Regulation Governance? 10.00 following: Arbitration (Meyer-Lindemann) (Kersting) (Eckner) (Zetzsche) (Diehl) Lunch Break Art, Finance and Law Shareholder Activism Societas Europaea Financial Law vs. Competition 13.00 (Eckner) (Schmitz) (Beurskens) Law: Supervision and Optimal Remedies for Insider Merger Control Case Study Enforcement 15.30: Art in Düsseldorf1 Trading 15.00 (Hack) (Zetzsche) (Procaccia) BJR: Psychological and Special Arbitration3 17.30: Welcome Reception2 Economic Perspective 17.00 (Kessler) (Procaccia) Week 2 Campus of Heinrich Heine University – Building 24.91 (Juridicum I) – Room 01.65 (first floor) Monday, July 21 Tuesday, July 22 Wednesday, July 23 Thursday, July 24 Friday, July 25 Responsibility of Board European Monetary Policies Antitrust Enforcement Members 10.00 (Alfes) (Wissmann) (Jungmann) Chasing Strategic vs. Financial Lunch Break The Future Face(s) of Returns Internal Market Legal Aspects of Advertising 13.00 Venture Capital (Vermeulen) (Enchelmaier) (Sommer) (Vermeulen) following: Certificate Comparative Insolvency Law European IP Law Ceremony (Noack/Eckner) 15.00 (Enchelmaier) (Beurskens) and Farewell Lunch Special Takeovers4 Special Networking BBQ 17.00 (Wirbel) 1 Guided Tour – off campus. 2 At Füchschen, Ratinger Straße 28, 40213 Düsseldorf – off campus. 3 At Orrick, Herrington & Sutcliffe LLP, Heinrich-Heine-Allee 12, 40213 Düsseldorf – off campus. 4 At Hengeler Mueller Partnerschaft von Rechtsanwälten, Benrather Straße 18-20, 40213 Düsseldorf – off campus. Index th Week 1 The 10 Summer School on European Business Law Monday, 14 July 2014 2014 is sponsored through 10.00: Welcome and Get-Together lecturer commitments by: Following: Arbitration – the best way forward in international disputes? (Diehl) 13.00: Art, Finance and Law (Eckner) 15.30: Art in Düsseldorf 17.30: Welcome Reception at the “Füchschen” Tuesday, 15 July 2014 10.00: Holding Parent Companies Liable for their Subsidiaries - Friction between European Company Law and Competition Law? (Kersting) 13.00: Shareholder Activism (Schmitz) 15.00: Optimal Remedies for Insider Trading (Procaccia) Wednesday, 16 July 2014 10.00: European Competition Law (Meyer-Lindemann) 13.00: Societas Europaea (Beurskens) 15.00: Case Study on Merger Control (Hack) 17.30: Arbitration (Kessler) Thursday, 17 July 2014 10.00: Financial Markets and Regulation (Eckner) 13.00: Financial Law vs. Competition Law: Supervision and Enforcement (Zetzsche) 17.00: The Business Judgment Rule: A Psychological and Economic Perspective (Procaccia) Friday, 18 July 2014 10.00: What’s Special About Bank Governance? (Zetzsche) Weekend Week 2 Monday, 21 July 2014 10.00: European Monetary Policies (Alfes) 13.00: Internal Market (Enchelmaier) 15.00: Comparative Insolvency Law (Enchelmaier) 17.00: Networking BBQ Tuesday, 22 July 2014 10.00: Antitrust Enforcement (Wissmann) 13.00: Legal Aspects of Advertising – An Overview (Sommer) 15.00: European IP Law (Beurskens) Wednesday, 23 July 2014 Day Session The Future Face(s) of Venture Capital (Vermeulen) Thursday, 24 July 2014 Day Session Chasing Strategic vs. Financial Returns (Vermeulen) 17.00: Takeovers (Wirbel) Friday, 25 July 2014 10.00: Responsibility of Board Members (Jungmann) Following: Certificates and Farewell Lunch Lecturers Useful Information Contact Monday, 14 July 2014 10.00: Welcome and Get-Together Welcoming Note by David Eckner, J.D. (Düsseldorf) Manager of the Center for Business and Corporate Law, Heinrich Heine University Düsseldorf Following: Arbitration – The Best Way Forward in International Disputes? Dr. Alexandra Diehl, LL.M. (Suffolk) In recent times arbitration has been under attack because of concerns related to introducing investor-State arbitration clauses in European trade agreements such as the TTIP. Are these concerns justified? Are arbitral tribunals really secret courts” meeting in “back rooms” granting “special rights” to large corporations? Alexandra will discuss the pros and cons of arbitration in various constellations and give an overview over the basics of international commercial and investment arbitration. 13.00: Art, Finance and Law David Eckner, J.D. (Düsseldorf) Buying a USD 142.4m worth “Three Studies of Lucien Freud” or more than GBP 500m aggregated art investments in Fine Art Fund? Art as an alternative investment has gained tremendous attention since the turmoil on financial markets in 2007. The lecture illuminates the structures, mechanisms and importance of art, specifically Contemporary Art, as a business and investment while depicting the influence and significance of the legal environment. Is modern financial law the patron of developments in the art market or the stumbling block of creativity? 15.00: Art in Düsseldorf (off campus) The guided walk along the axis of art is complemented by fascinating visits of selected galleries in Düsseldorf. Here you will have the opportunity to talk to the gallery owners. The galleries of Düsseldorf have an excellent reputation worldwide: their offer ranges from classical modernity to most diverse contemporary positions. Moreover, they are forums for the lively local art scene. Following: Welcome Reception at the “Füchschen” (off campus) Tuesday, 15 July 2014 10.00: Holding Parent Companies Liable for their Subsidiaries - Friction between European Company Law and Competition Law? Prof. Dr. Christian Kersting, LL.M. (Yale) The lecture deals with the settled case law of the European Court of Justice (ECJ) on parent companies’ liability for competition law infringements of their subsidiaries. According to this case law a parent company can be held jointly and severally liable for the competition law infringement of its subsidiary, even if the parent company did not participate directly in the infringement. This practice is widely criticized by scholars and practitioners. It is argued that holding the parent company liable for its subsidiary’s infringements violates fundamental principles of the rule of law and also ignores the character of the subsidiary as a separate legal entity which shields the parent company from liability. Readings (optional): – European Court of Justice, Case C-97/08 P – Akzo Nobel [2009], ECR I-8237. – La Rocca, The controversial issue of the parent-company liability for the violation of EC competition rules by the subsidiary, European Competition Law Review 2011, Issue 2, p. 68 et seq. – Riesenkampff/Krauthausen, Liability of Parent Companies for Antitrust Violations of their Subsidiaries, European Competition Law Review 2010, Issue 1, p. 38 et seq. 13.00: Cases on Shareholder Activism Dr. Winfried Schmitz, M.C.L. (New York) Readings (optional): – European Corporate Governance Institute, Topic-Page “Shareholder Activism”, see http://www.ecgi.org/activism/. – Becht/Franks/Grant, Hedge Fund Activism in Europe, ECGI-Finance Working Paper No. 283/2010, http://ssrn.com/abstract=1616340. 15.00: Optimal Remedies for Insider Trading Prof. Dr. Uriel Procaccia Wednesday, 16 July 2014 10.00: European Competition Law Dr. Hans Jürgen Meyer-Lindemann, M.C.J. (NYU) 13.00: Case on Societas Europaea Dr. Michael Beurskens, LL.M. (Chicago), LL.M. (IP, Düsseldorf) The SE is available as a (largely) uniform corporate form for European businesses since 2004. Almost 800 corporations, amongst them German car manufacturer Porsche, took advantage of that opportunity and are now organized as an SE. The case study will examine a few of these early implementors and their reasons as well as typical issues. By using these examples we will examine the formation and organization of the SE in comparison to other corporations in EU/EEA Member States. Finally we will discuss what implications other developments (like the movement of seat directive, the ECJs case law on movement of seat) carry for the future of the SE and its possible sibling, the SPE. Readings (optional):