Corporate Law - Forms of Corporations and Partnerships

Introduction

Company Law is about companies and their legal relationships. Most commerce in society is run by companies in private or public ownership. Company law also includes internal aspects of the company and its owners, and the relationship between the company, its contracting parties and other stakeholders. The main focus of the course is on private and public limited companies, but other types of companies will also be covered.

Course content

• Review of the various forms of ownership (private limited companies, public limited companies, general partnerships with and without apportioned liability, limited partnerships, sole proprietorships, co-operatives, foundations, Norwegian Registered Foreign Companies, SE-companies), and what characterises these forms of ownership.
• The sources of law of company law
• Legal framework for business activity in companies (register legislation, accouting and auditing legislation, company name legislation, register of business enterprises act, central coordinating register act, competition laws, securities trading laws and taxation laws)
• Registration requirement
• EU/EEA company law and its influence on Norwegian company law
• Establishing limited companies
• Share capital and equity in private limited companies and public limiited companies
• Shareholders rights
• Corporate bodies in private and public limited companies (general assembly, board of directors, general manager, corporate assembly)
• Formation of contracts that bind private and public limited companies (including contracts between the company and its shareholders, management, etc.)
• Share trading in private and public limited companies
• Redemption, exclusion and compulsory acquisition in private and public limited companies
• Capital structure in private and public limited companies
• Restructuring of private and public limited companies (mergers and demergers)
• Dissolution and winding-up of private and public limited companies
• Review of the main rules for general partnerships and apportioned liability (liability, establishment, the company's capital structure and organisation, changes in ownership, dissolution and winding-up)