Course 2014-2015 a.y.

Course Objectives

• 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 students with an overview of Italian company law topics under a functional perspective. The material is organized around a series of topics of Italian company law that introduces students to those issues that are typically addressed, through different legal strategies, by all advanced company law systems. Students are most likely to encounter these issues in business law settings in major national and international corporations, investment banks and other professional investment and banking institutions, certain state regulatory agencies and professional consulting/services firms (accountancy, legal, etc.). Understanding these dynamics, therefore, enables students to analyze Italian company law topics under a comparative and cross-jurisdictional perspective.
  
  The course’s objective is to foster an understanding of the issues and challenges related to company law and governance.

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, including the following:

• agency problems and legal strategies.
• The formation of companies limited by shares.
• Share capital, shares and capital maintenance.
• Equity, debt and hybrid finance.
• Corporate governance:
  • the interests of shareholders as a class;
  • minority shareholders and non-shareholders constituencies;
  • transactions with creditors.

• Groups and related-party transactions.
• Fundamental changes in the company’s structure.
• Control transactions and takeovers.

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 is regarded to as acceptance of the final mark.

Textbooks