20215 - INTERNATIONAL COMPARATIVE BUSINESS LAW

Corporate law practice today involves more and more an international dimension. In an increasingly globalized world, corporations often operate across jurisdictions, and cases of regulatory competition among states to attract corporations are ever more common in the U.S. but also in Europe. In this context, most professionals practicing in business-related areas regularly deal with corporate activities that have transnational implications. The mission of this course is to offer an in-depth understanding of the legal structure and characteristics of the modern business corporation examined in a comparative and international perspective. The course covers a selected number of corporate law issues with the aim of providing students with the legal and economic background necessary to understand and actively participate in some of the most crucial events in the life of a corporation. While having a comparative and international dimension, the course primarily focuses on the U.S. legal system, on the one hand, and European countries, on the other hand.

After a brief introduction on the basics of comparative and international corporate law, topics include:

• The incorporation process.
• Limited liability.
• The financial structure of the corporation.
• Principles of corporate governance. Models of corporate governance. Powers of directors and shareholders.
• Directors’ fiduciary duties.
• Shareholders’ litigation.
• Shareholders’ agreements.
• Mergers and acquisitions. Going private transactions.
• Takeovers and tender offers.
• Insider trading.

• Identify the key issues in corporate law.
• Explain relevant rules and principles of corporate law and the underlying economic and policy considerations.
• Recognize similarities and differences in the rules and principles governing corporate law matters in different jurisdictions.

• Solve actual and hypothetical corporate law problems that have an international dimension.
• Analyze corporate law statutes and case law.
• Compare corporate law rules and practices in selected jurisdictions.
• Elaborate legal strategies for corporate transactions.

• Face-to-face lectures
• Interactive class activities (role playing, business game, simulation, online forum, instant polls)

This course is taught through a combination of lectures and class discussions based on selected judicial opinions, law review articles and statutes. Students must read the assigned materials before class and be prepared to participate in class discussions. In order to allow students to develop critical, analytical and practical skills, actual and hypothetical cases also are analyzed in class, and occasionally short exercises, such as drafting a contractual clause or structuring a corporate transaction, might be assigned and completed in class.

In order to evaluate the achievement of the above-mentioned learning outcomes, the grade for the course is based on a final written exam consisting of three open-ended questions aimed at assessing the ability of students to explain the concepts covered during the course and solve hypothetical problems by identifying the relevant issues and providing appropriate legal arguments. Attending students may select the three exam questions from a list of four questions.

In order to evaluate the achievement of the above-mentioned learning outcomes, the grade for the course is based on a final written exam consisting of three open-ended questions aimed at assessing the ability of students to explain the concepts covered during the course and solve hypothetical problems by identifying the relevant issues and providing appropriate legal arguments. Unlike attending students, non-attending students are not given the privilege to select the three exam questions from a list of four questions.

• The textbook for this course is: M.VENTORUZZO et al., Corporations: A Comparative Perspective International Edition, West Academic Publishing, 2017.
• Additional materials are uploaded on the Bboard platform before the beginning of the course.