Course 2012-2013 a.y.

Course Objectives

This course is divided into two parts. The first one (3 credits) provides the business legal and institutional framework, from the point of view of International and EU law. After providing the basic concepts and a historical overview, the course focuses its attention on the four freedoms of EU internal market, as well as on the common commercial policy and on the competition law.

The second part (7 credits) is designed to provide a comparative and functional analysis of corporate law under an European and an international perspective. Its goal is to provide students with a comprehensive overview of the dynamics governing the formation and evolution of corporate law through a cross-disciplinary analysis, involving several areas of law (business, EU and International law), combined with a wide recourse to case-histories presented by prominent guest speakers.

Course Content Summary

First Part: International and EU business law: institutional framework and main international and EU rules.

• Basic principles of EU and international law.
• The EU as international organization; a comparison with others international economic organizations (WTO, International Monetary Fund, World Bank, OECD).
• Historical overview.
• Institutional framework.
• Main legislative procedures of the EU.
• Judicial control and protection of fundamental rights.
• The ‘four freedom’ of the EU internal market.
• The EU competition law.
• The common commercial policy.

Second part: Discussed topics mainly concern the tasks and structure of corporate law through a comparative methodology based on the analysis of the fundamental problems addressed by corporate law in any jurisdiction:

• What is corporate law?
• Agency problems and legal strategies.
• Corporate governance:
  • the interests of shareholders as a class;
  • minority shareholders and non-shareholders constituencies;
  • transactions with creditors.
• Related-party transactions.
• Fundamental changes in the company’s structure.
• Control transactions.
• Issuers and investors protection.

Detailed Description of Assessment Methods

Written exam, consisting of several essay questions. Students cannot refuse the mark given to them. Delivery of the exam-paper without express indication that the relevant student intends to withdraw from the exam shall be regarded to as acceptance of the final mark.

Textbooks

• Materials are available on the web learning space
• R. KRAAKMAN, J. ARMOUR, P. DAVIES et al., The Anatomy of Corporate Law - A Comparative and Functional Approach, Oxford University Press, 2009, second edition.