8271 - COMPARATIVE BUSINESS AND CORPORATE LAW

This course considers the life of a corporation in comparative perspective focusing on Italian, German, British and U.S. law, with occasional references also to French law. The selection of topics is designed both to familiarize students with the important similarities and differences among systems, as well as to explore in depth some of the problems they are most likely to encounter in international business and legal practice. For these reasons, in addition to comparing the substantive law of individual countries, the course highlights specific regulatory and practical problems that arise with multinational enterprises or cross-border transactions. 

The course assumes a general understanding of the basic principles of business and corporate law. The goal of the course is, however, to prompt discussion between students with different backgrounds (in law, business administration, finance or economics), coming from different countries. A diversified body of students is, therefore, welcome by the instructors.

• Introduction: basic comparative concepts and definitions for the course.
• The incorporation process and "piercing the corporate veil."
• Ownership structures and corporate governance.
• The role, competences and functioning of the governance bodies of the corporation: a comparative overview of shareholders' meetings, board of directors, and auditors.
• Corporate governance models: the Anglo-Saxon "monistic" model; the German "dualistic" model and the French, Spanish and Italian models.
• The legal activity of the corporation and the legal duties of its officers and directors.
• Remedies and responses for misconduct or mismanagement of the corporation.
• Financing the corporation. Shares, bonds and the problem of cross-listing.
• Extraordinary financial transactions, including mergers, acquisitions, issuance of new shares, and takeovers.
• Corporate social responsability and corporate codes of ethics.
• Corporate insolvency or dissolution.
• Corporate liability and dispute resolution issues.
• Regulation of Corporate Corruption and Corporate criminal liability.

One compulsory written exam (at the end of the semester) consisting of short essay questions.

For further information: catherine.rogers@unibocconi.it or marco.ventoruzzo@unibocconi.it. 

The following materials will be compiled by the instructor and made available at the beginning of the course:

• KRAAKMAN, et al. (eds.), The Anatomy of Corporate Law, Oxford University,  2004;
• selected cases, statutes, regulations and legislative sources from various jurisdictions;
• selected excerpts from law journals, articles and treatises.