Course 2010-2011 a.y.



Department of Legal Studies

Course taught in English

Go to class group/s: 6
IM (6 credits - II sem. - OB  |  IUS/04)
Course Director:

Classes: 6 (II sem.)

Course Objectives

The course deals with business organizations, their internal structure and their relationships with third parties, focusing in particular on corporate law and securities regulation. The modern corporation is the foundation of the global economy. A sound understanding of the rules governing the corporate structure, its relationships with third parties, and the markets on which it operates are an essential part of the professional tools of managers and practitioners alike. The course analyzes, from a legal point of view, all the major events in the life of a corporation, from its formation to its governance, from its financial structure to the negotiation of deals such as mergers and other business combinations. Also in the light of the relevance of multinational corporations doing business in different jurisdictions, the course adopts a comparative and international perspective, focusing however in particular on US and European corporate laws.

Course Content Summary

  • Agency and Partnerships Law
  • Formation of the Corporation: The Incorporation Process, Defective Incorporation, Pre-Incorporation Obligations
  • Limited Liability and its Exceptions: Piercing the Corporate Veil. The Deep Rock DoctrineCorporate Governance: Shareholders’ Powers and Protections
  • Directors and Officers. Fiduciary Duties. Executives’ CompensationDirectors’ Liability
  • Shareholders’ Litigation: Derivative Actions and Class Actions
  • Corporate Groups
  • Fundamental Changes: Amendments to the Articles of Incorporation and Bylaws
  • Mergers and Spin-Offs
  • Securities Offering and Prospectus Liability
  • Tender Offers and Hostile Takeovers. Defensive Measures

Detailed Description of Assessment Methods


The final grade will be based on a written, two-hour, examination consisting of ten multiple choice questions (10 points), two short essay questions (approx. 2 double-spaced pages each; 5 points each) and one long essay question (approx. 4 double-spaced pages; 11 points).


Additional readings (cases, articles and books’ excerpts) will be made available by the Instructor in due course.
Exam textbooks & Online Articles (check availability at the Library)
Last change 19/04/2010 11:53