"G. d'Annunzio"
knowledge of business and company law
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The course pursues the educational objective of providing knowledge and legal skills relating to the corporate models present in the legal systems of the main countries with a functional approach. The ultimate goal is to complete the training of the international corporate lawyer by providing him with the tools to understand and address the main problems in comparative corporate law. In particular, the student must achieve the following learning outcomes: Knowledge and understanding. The course aims to impart the main notions of corporate law from a comparative perspective, with particular regard to the corporate governance of joint-stock companies. The student must acquire the necessary knowledge to be able to read and interpret the main regulatory references of European and international company law. It must also be able to understand its meaning and understand what are the economic problems that the rules in question intend to regulate. Ability to apply knowledge and understanding. At the end of the course the student must have acquired the knowledge of the main European and international legislative references in the field of corporate law, with particular regard to the corporate governance of joint-stock companies The student must also be able to apply these rules in concrete cases. That is, it must understand how the standard should be applied and adapted to solve application issues.
The course is dedicated to the study of the main corporate law institutes from a comparative point of view, with particular attention to the profiles concerning administration, control and corporate transactions. Among others, the concepts and regulatory disciplines adopted by the main legal systems will be analyzed in terms of agency problems, governance of joint-stock companies, protection of creditors, transfers of control, companies issuing securities traded on regulated markets, investor protection.
1. The content and objectives of comparative company law: the qualifying characteristics of joint-stock companies; the main regulatory sources. 2. Agency problems and their solutions: regulatory strategies and the role of information. 3. The basic structure of corporate governance and the interests of shareholders: voting rights; the protections of minority shareholders; the different models of administration and control. 4. The protection of creditors: the role of the share capital; the duties of the directors; performing companies and companies in crisis. 5. Transactions with related parties: the conflict of interest of the directors; transactions with controlling shareholders. 6. Extraordinary operations: transformations, mergers; operations on the share capital
AA.VV., The Anatomy of Corporate Law. A Comparative and Functional Approach, Third Edition, Oxford University Press, 2017
Oral lectures conducted with the support of specific teaching material (slides)
oral exams
Days and time of reception of students: Thursday 12: 30-13:30; in the days of class, at the end of the same
