European Union Commercial Law
The first part of the course covers foundations of EU law including in particular the funda-mental freedoms and fundamental rights; legislative instruments and legislative competences of the EU in the area of private law. Conflicts of law-rules are of obvious practical importance in the EU; they also provide the framework for regulatory competition between the national laws of the Member States.
The second part of the course discusses the harmonization of private law in the EU with a focus on contracts. Both primary law and a host of directives prohibit discrimination in private law relations, in particular with regard to employment contracts but also with regard to con-tracts more generally. Secondly, a number of directives provide for consumer rights, namely pre-contractual information, rights of withdrawal and the control of unfair terms. Finally, direc-tives have also harmonized the substantive contract laws of the Member States; we look at the consumer sales directive and the transfer of business directive as examples. The third part of the course is dedicated to specific aspects of regulatory competition in the EU. The EU Commission has recently published a proposal for a Common European Sales Law (CESL) – a supra-national sales regime that would effectively constitute an optional code. In company law, the European Company (Societas Europaea) constitutes an optional company form. Among others, it can be used as an instrument for legal arbitrage in regard of employee involvement rights.
The example of commercial law in this broad sense provides an opportunity to discuss foun-dations of EU law (such as the concept of the internal market, the fundamental freedoms and legislative competences of the Union) as well as issues of regulation in private law in gen-eral. It gives students a basic understanding of the general features of EU law and its interac-tion with the national laws of the Member States and provides insight into central elements of regulatory private law.
The course complements courses in contracts, comparative law, consumer protection, and EU law.
Please note that course organization and content may vary substantially from semester to semester and descriptions are not necessarily professor specific. Please contact the instructor directly if you have particular course-related questions.