European Business Law
Synopsis
COURSE 2. DOING BUSINESS IN EUROPE
Module 1 – Making Business Transactions
About the Module
The first module examines general business considerations as well as specific legal areas that
are relevant when establishing and managing a company. It examines the complexities that arise
when contracts have international components and the benefits of collaborating with
middlemen. It concludes by considering contracts of transportation and its relationship with
sale contracts.
Lectures
Lecture 1: Strategic Choices
Lecturer: Hans Henrik Lidgard
Length: 13 min.
Synopsis: The lecture discusses various aspects of business strategies and gives practical
examples on how to advice a client. It introduces a step-by-step approach, starting with
informing the client about the applicable national contract law, international conventions/trans-
national instruments and the so-called INCO-terms. The lecture also includes the possibilities
to engage a middleman, i.e. an intermediary who has on-going authority to negotiate on the
client’s behalf. The lecture examines different kinds of middleman and agency legislation under
EU directives.
Lecture 2: Contractual Arrangements in Europe
Lecturer: Justin Pierce
Length: 10 min.
Synopsis: The lecture provides an introduction to the complexities of contracting in Europe. It
focuses on three main points: 1. Why contract law is an important consideration for business
transactions in Europe. 2. Understanding why there is no uniform European Contract law. 3.
What we as lawyers can do to overcome contractual differences in our legal traditions.
Lecture 3: General International Sales Conditions
Lecturer: Justin Pierce
Length: 8 min.
Synopsis: The lecture provides an overview of some of the international tools that could provide
a different solution to disparities created by differing national contract law regimes. Three
international instruments are mentioned, the Convention on the International Sale of Goods
(CISG), the Principles of European Contract Law (PECL), and the UNIDROIT Principles of
Commercial Law.
Lecture 4: Operating through Middlemen
Lecturer: Hans Henrik Lidgard
Length: 12 min.
Synopsis: The lecture goes into further detail about the collaboration with middlemen.
Operating through middlemen may well be an attractive solution to founding burdensome
corporate establishments in several countries. The lecture gives a brief history about the use of
middlemen in Europe, explaining how national legislation has moved towards harmonization
on a EU level. The lecture examines the relevant EU legal framework, including the Agency
directive, the Vertical regulation and the Technology transfer regulation.
Lecture 5: Transportation and Insurance
Lecturer: Olena Bokareva
Length: 10 min.
Synopsis: The lecture gives a background on commercial aspects of transportation and the
contract of sale between a seller and a buyer. It highlights how a contract of sale is central to
any international commercial transaction. The lecture goes on to consider the contract of 2
transportation and its relationship with a sale contract. Finally, it considers some aspects of
cargo insurance in the context of international sales and transportation. The lecture also gives
an overview of the relevant regulations, including the Hague-Visby Rules, the Hamburg Rules
and the Rotterdam Rules.
Module 2 – Establishing a Company
About the Module
The second module examines strategic and financial considerations within Company law. It
discusses the foundations of company theory and the distinction between a company’s
internal/external relations and public/private corporations. Finally, it considers Company law
within a EU framework while considering both EU harmonisation and recent developments. As
the lectures are theoretical, you might wish to deepen your knowledge and apply a more
practical approach. In this case, please view the suggested readings below. There you will find
more information about strategies and relevant legislation when establishing a company, as well
as information on company law and corporate governance.
Lectures
Lecture 1: Developing a Strategy
Lecturer: Julian Nowag
Length: 5 min.
Synopsis: The lecture addresses different aspects that relate to the establishment of a company.
It raises relevant questions when developing a strategy such as what kind of company or
corporation to set up, where to set up the business and questions related to employees and taxes.
Lecture 2: Fundamental Company Law Concepts
Lecturer: Niklas Arvidsson
Length: 2 min.
Synopsis: The lecture covers the foundations of company theory and its relation to contract law.
It establishes universal principles of company law and explains the idea of comparing functions
rather than rules.
Lecture 3: The European Framework for Company Law
Lecturer: Niklas Arvidsson
Length: 10 min.
Synopsis: The lecture introduces the agency theory as the core of an economic approach to
company law. It sets out the difference between rules that relate to the internal and external
relations of a company.
Lecture 4: Running a Company
Lecturer: Niklas Arvidsson
Length: 9 min.
Synopsis: The lecture discusses the distinction between the internal and external relations of a
company. It discusses the limits of the decision-making authority and explains the distinction
between public and private corporations. It introduces the concept of the European Company
as a public corporation, which is regulated by EU norms and national laws in the country of
establishment. Finally, the lecture looks into the harmonisation of company law on a EU level,
including company law directives as well as the effect of the free-movement/establishment
provisions on national company laws.
Lecture 5: Company Governance and Control
Lecturer: Justin Pierce
Length: 9 min.
Synopsis: The lecture addresses issues relating to the lack of uniformity in the area of company
governance and control from a helicopter perspective. The focus is on enhancing transparency,
engaging shareholders and the use of governance to support companies' growth and
competitiveness in the union.
Module 3 – Employing and Working in Europe
About the Module
The third module places Labour law within a wider EU framework. It explores the important
relationship between the internal market, the fundamental freedoms and national Labour law
regulations. It focuses on the freedom to provide services, the freedom of establishment and the
right to collective action. It also goes into further detail about how Labour law regulates
employment rights and Equality law.
Lectures
Lecture 1: Introduction
Lecturer: Mia Rönnmar
Length: 12 min
Synopsis: The lecture introduces the student to Labour law, a field of law that is central to the
functioning of the society and the economy. The lecture explains how Labour law regulates the
individual employment relationship and employment rights, as well as the market more
generally. The lecture describes the relevant legal framework, including treaty provisions,
fundamental rights, general principles of EU law, secondary law, collective agreements at EU
level, case law from the Court of Justice of the European Union and soft-law measures. The
lecture continues to explain the aims and characteristics of EU Labour Law, including partial
harmonization of the different labour law and industrial relations systems in the Member States.
The lecture concludes with a discussion on the EU Charter of Fundamental Rights and the
“constitutionalisation” of EU Labour Law.
Lecture 2: Restructuring of Enterprises
Lecturer: Mia Rönnmar
Length: 8 min.
Synopsis: The lecture discusses EU labour law regulations related to transfers of undertakings,
collective redundancies and employer insolvency, and continues with a consideration of
information, consultation and worker participation. The lecture also goes into depth of the
relevant regulations in the Transfers of Undertakings, Collective Redundancies and Employer
Insolvency Directives, the (2001/23/EC) Transfers of Undertakings Directive, the
(2008/94/EC) Employer Insolvency Directive, the (98/59/EC) Collective Redundancies
Directive, the European Works Councils Directive in 1994 and the (2002/14/EC) Information
and Consultation Directive.
Lecture 3: Equality Law
Lecturer: Mia Rönnmar
Length: 14 min.
Synopsis: The lecture starts by examining the nature of equality law, which has a clear human
rights basis as well as a market and economic basis. The lecture takes the student through the
historical development of EU equality law, from the inclusion of the equal-pay provision in
Article 119 of the Treaty of Rome – now Article 157 of the Treaty of the Functioning of the
European Union (TFEU), to the EU Charter of Fundamental Rights. The lecture goes on to
examine the secondary law in the area of gender equality such as the Equal Pay Directive, the
Equal Treatment Directive, the Equal Treatment in Social Security Directive and the Directive
on Gender Equality in Goods and Services. The lecture continues to discuss the main concepts
of equality law, which are generally based on a human rights model. Finally, the lecture goes
into further depth on regulations concerning discrimination on the basis of nationality, gender,
race, disability and age.
Lecture 4: Flexible Working Conditions
Lecturer: Mia Rönnmar
Length: 8 min.
Synopsis: The lecture examines the regulation of flexible work and working conditions. The
lecture discusses the reasons behind the increase in flexible work in the EU, such as fixed-term
work, temporary agency work and self-employment. It discusses concepts such as flexicurity,
which is about combining flexibility for employers and security for employees, and aims at
reducing labour market segmentation and increasing economic growth. The lecture examines
the main regulations in the “flexicurity” agenda, including the Part-Time Work Directive,
Fixed-Term Work Directive, and Temporary Agency Work Directive. The lecture concludes
with discussing the patchwork of regulations within EU labour law that offers workers
protection.
Lecture 5: Freedom to Provide Services
Lecturer: Mia Rönnmar
Length: 14 min.
Synopsis: The lecture looks at how cross-border issues are central to EU labour law. The lecture
explores the important relationship and conflict between the internal market and fundamental
freedoms and national collective labour law. This includes the freedom to provide services, the
freedom of establishment, the posting of workers and the right to collective action. The lecture
discusses relevant case law and regulations such as the Treaty of the Functioning of the
European Union and the Posted Workers Directive.
Module 4 – Paying Taxes and Complying with
Environmental Standards
About the Module
The fourth module covers Tax and Environmental law issues within the framework of doing
business in Europe. It describes the EU law principles on the area of tax and the conditions that
need to be fulfilled by national taxation measures to comply with EU law. The module includes
a final lecture on Environmental law and how its provisions depending on the situation might
both create barriers to trade and/or enhance economic prosperity.
Lectures
Lecture 1: Tax Law Policy
Lecturer: Cécile Brokelind
Length: 7 min.
Synopsis: The lecture covers the challenges that Member States face in terms of their tax
policies. While Member States on one hand need to keep voters happy, they also need to address
globalization and compete in a world of mobile capital. To highlight the problem, the Google
case in the US is used as an example. The lecture then gives a general introduction to tax policy
with focus on the foundations of taxes and different forms of taxes. The area is addressed from
an economic point of view, as well as a legal point of view.
Lecture 2: Regulating Taxation in the EU
Lecturer: Cécile Brokelind
Length: 7 min.
Synopsis: The lecture considers the legal basis of EU tax law. It explains the differences
between the EU and the Member States concerning tax obligations. It examines some of the EU
law principles in relation to taxes, and the difference between harmonized and non-harmonized
tax rules.
Lecture 3: Indirect taxation
Lecturer: Cécile Brokelind
Length: 8 min.
Synopsis: The lecture covers the conditions that need to be fulfilled in order for national
taxation measures to comply with EU law. It stresses the importance of article 110 TFEU,
prohibiting discriminatory and protective product taxation, which is strongly related to article
34 TFEU. It exemplifies the content of the lecture by discussing a number of cases from the
automotive sectors that relates to tax issues.
Lecture 4: Direct taxation
Lecturer: Cécile Brokelind
Length: 8 min.
Synopsis: The lecture explains that the only primary source of law that had any impact on the
tax law field was article 293 of the EC treaty, which was in force prior to 1 December 2009.
Member States' tax systems and laws must respect the fundamental EU treaty principles, for
example in relation to the free movement of workers, services, capital and establishment and
the principle of non-discrimination. Finally, the lecture explains article 107 (1) TFEU, which
poses limits to national freedom in terms of taxation and any possibly abusive provisions in
Member States.
Lecture 5: Complying with Environmental Standards
Lecturer: Sanja Bogojevic
Length: 8 min.
Synopsis: The lecture begins with clarifying why Environmental law is relevant to the study
and practice of European business law. The lecture discusses three non-exhaustive instances
illustrating the high relevance of Environmental law to European business law. First,
environmental law may create barriers to trade. Second, environmental law may be applied to
enhance economic prosperity. Third, and perhaps most importantly, while creating a single
European market and realising the economic freedoms, it is important to note that EU law does
not only create a market. Finally, the lecture emphasises that understanding Environmental law
and its role within EU law more broadly is a prerequisite to understand the operation of the
internal market.
Lecture 6: Identifying Environmental Standards
Lecturer: Sanja Bogojevic
Length: 7 min.
Synopsis: The lecture focuses on how environmental law, or an environmental law inquiry, is
constructed in a particular European legal context. One needs to grasp the basic concepts on
EU Environmental Law in order to understand problems that might arise when doing business
in Europe and efficient solutions. The lecture discusses how one needs to identify the corpus of
environmental law that applies to the environmental problem and appreciate that the
understanding of environmental problems and the corpus of law and policy that apply to these,
is a complex exercise in itself.
Module 5 – Resolving Cross-border Disputes
About the Module
The sixth module discusses how Private International law considerations are necessary for the
proper functioning of the internal market. It also examines the legal basis of EU’s legislative
competence regarding Private International law. Business relationships and disputes often have
international implications. Therefore, the module examines how to determine which country’s
legal system is applicable and the regulations guarding procedural situations that have an
international character.
Lectures
Lecture 1: What is private International Law?
Lecturer: Michael Bogdan
Length: 18 min.
Synopsis: The lecture explains the meaning of Private International law, and how it included
family and business related disputes that have international implications. The lecture gives
several examples of scenarios involving Private International law and explains how Private
International law is mainly of a “technical” nature i.e. less about the substance of the disputes
and more about the applicable national legal system.
Lecture 2: Is there truly European Private International Law?
Lecturer: Michael Bodgan
Length: min.
Synopsis: The lecture explains that traditionally, the rules of Private International law varied
from country to country. Due to the adverse effect this had on the functioning of the European
internal market, characterized by the free movement of persons, goods, services and capital, the
EU has been very active in developing the field of Private International law. Article 81 of the
Treaty on the Functioning of the European Union provides that the Union shall develop judicial
cooperation in civil matters having cross-border implications, particularly when necessary for
the proper functioning of the internal market. The lecture goes on to explain the legal basis of
EU’s legislative competence regarding Private International law.
Lecture 3: Which Courts have Jurisdiction?
Lecturer: Michael Bogdan
Length: 5 min.
Synopsis: The lecture discusses the jurisdiction of courts and the recognition and enforcement
of judgments in business disputes. It examines the relevant provisions that are found in the so-
called Brussels I Regulation.
Lecture 4: Which Law Applies?
Lecturer: Michael Bogdan
Length: 11 min.
Synopsis: The lecture deals with the designation of the law applicable to contracts and torts or,
in other words, the law applicable to contractual and non-contractual obligations. The lecture
discusses the relevant legal framework, including conflict rules found in the Regulation from
2008 on the Law Applicable to Contractual Obligations (also called the Rome I Regulation),
and a Regulation from 2007 on the Law Applicable to Non-contractual Obligations (called the
Rome II Regulation). The lecture discusses key principles such as the principle of party
autonomy for contractual obligations i.e. that the law chosen by the parties governs a contract,
as well as the key principle for non-contractual obligations, i.e. that the applicable law is the
national laws of the country in which the damage took place. The lecture also discusses the role
of Private International law subsequent to the creation of the common, internal European market
and the enactment of voluminous EU legislation in this field.
Lecture 5: Concluding Remarks
Lecturer: Michael Bogdan
Length: 5 min.
Synopsis: The lecture summarises the module by explaining the complexity of Private
International law rules enacted by the EU. The rules, covering a great variety of issues of both
family and business law, fill hundreds of pages in the Official Journal of the European Union
and are often very detailed, containing many exceptions and exceptions to exceptions. In
addition, there are many scattered rules of Private International law, and various directives
dealing with the approximation of substantive legislation, for example in the field of consumer
law. The lecture ends with a short summary, emphasising the importance of Private
International law in the EU context.
Module 6 – Case Clinic (optional)
About the Module
Cases law is very important in order to fully understand EU law. However, EU cases are often
long and complicated to read and it can be difficult to know where to start. It is challenging to
pin point what the main issues are and to summarize the Court’s reasoning. The Case Clinic
will equip learners with the necessary skills to read and understand case law, and in particular
the case law of the European Union. It will present techniques on how to read cases and the
most commonly used format to write case reports. The module is focused on developing the
learners analytical and drafting skills, requesting them to analyze a case and draft a summary.
The module concludes with a voluntary peer-graded assignment in the form of a case report.
Lectures
Lecture 1: Introduction to the Case Clinic
Length: 3 min
Lecturer: Julian Nowag
Synopsis: The lecture gives a brief overview of the upcoming lectures and some background.
It explains how understanding cases can be difficult but that case law is an important aspect of
EU law.
Lecture 2: Reading Cases
Length: 9 min
Lecturer: Julian Nowag
Synopsis: This lecture examines how one reads a case and how to tackle some of the challenges
one might face. It examines the structure of the written EU law cases in detail and gives some
useful advice.
Lecture 3: How to Write a Case Report
Length: 4 min
Lecturer: Julian Nowag
Synopsis: The lecture explains how to draft a case report, i.e. a document summarizing a case.
The suggested structure of a case report is as follows: 1. Facts of the case 2. Legal issues 3.
Parties’ arguments 4. The Courts decision 5. The Courts reasoning
Lecture 4: A Summary of the Case
Length: 4 min
Lecturer: Julian Nowag
Synopsis: The lecture provides a short summary of the Courage vs. Crehan case. The case report
will be based on the case and the summary is meant to give the learners a quick introduction
before reading the case in detail. The case is one of the most important cases in the area of
competition law since it establishes a principle that cannot be found in the relevant Treaty
provision.
