94529 - CORPORATE LAW

Learning outcomes

The course aims at providing the student with a key knowledge of Italian and European Union laws regulating the financing and exercise of firms on a small, medium and/or large scale through a dedicated legal entity, the company. At the end of the course the student is expected: - to become familiar with the legal structure, functioning and decision-making process of both private and public companies; - to understand the role of corporate and securities laws in the financing of the firm; - to become acquainted with the legal remedies aimed at reducing conflicts among the firm's managers, owners and other stakeholders to create value.

Course contents

The course deals with explaining the staple theoretical system of Corporate Law and analyzing the main policy matters underlying to the regulation of this widespread business form. More specifically, a selected range of legal issues is examined to provide students with an in-depth knowledge about architecture and fundamental elements of the modern business corporation, primarily according to the Italian regulatory framework, as well as the European one; furthermore, the key structural topics are deepened following a lighter comparative and international approach.

After an explanation of teaching method, the topics covered include:

1. Introduction to Corporate Law
2. Formation of the Company
3. Limited Liability and Corporate Veil Piercing
4. Financial Structure of the Corporation: Classes of Shares and Bonds
5. Principles and Models of Corporate Governance
6. The General Meeting
7. Shareholder Rights and Shareholders’ Agreements
8. Shareholders’ Litigation: Derivative Actions
9. The Board of Directors: Powers, Fiduciary Duties and Liability
10. Amendments to the Articles of Incorporation and Bylaws
11. Business Combinations and Spin-Offs
12. Basics of Accounting Law

Readings/Bibliography

The exam is prepared on the basis of compulsory texts (excerpted book chapters, articles or comments) and court judgements, which will be made available on Virtuale.

Teaching methods

Lectures, exercises (analysis of case studies, critical examination of the most relevant case law etc.), expert testimony, group and individual didactic activities.

Assessment methods

The final grade is based on a full written exam, consisting both of multiple-choice and open-ended questions, which may also have as their object a hypothetical empirical case with respect to which students are asked to qualify it and to identify the applicable discipline in relation to the Italian and EU legal system or through a comparative and international approach.

Attending students can also choose to carry out a presentation during lecture hours for extra-exam grade (up to 2 points). More detailed information about this and the exam approach are provided in class, and on the course EOL webpage.

Teaching tools

Non-compulsory reading materials will be made available on Virtuale.

Office hours

See the website of Luca Orciani