"G. d'Annunzio"
The student must possess the basic knowledge of business law and Italian company law.
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With reference to the general objectives of the Course, the teaching pursues the training objective of providing knowledge and legal skills concerning 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 business lawyer by providing him with the tools to understand and address the main problems in the field of comparative company law. In particular, the student must achieve the following learning outcomes: Knowledge and ability to understand. The course aims to give the main notions of company 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 normative references of European and international corporate law. The student must also be able to understand its meaning and understand 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 company law, with particular reference to the corporate governance of joint-stock companies. The student must also be able to apply these rules in concrete cases. It must therefore 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 perspective, with a particular attention to the profiles concerning the most important corporate governance, control and operations. Among other things, the concepts and the normative disciplines adopted by the main regulations regarding agency problems, governance of joint-stock companies, protection of creditors, transfers of control, companies issuing securities traded on regulated markets, protection of investors will be analyzed.
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 protection of minority shareholders; the different models of administration and control. 4. Protection of creditors: the role of share capital; the duties of the directors; performing companies and companies in crisis. 5. Transactions with related parties: the conflict of interests of the directors; operations with controlling shareholders. 6. Extraordinary operations: transformations, mergers; operations on share capital; 7. Transfers of corporate control: public purchase offers. 8. Companies issuing securities on the market and investor protection: disclosure obligations.
AA.VV., The Anatomy of Corporate Law. A Comparative and Functional Approach, Third Edition, Oxford University Press, 2017.
The course includes 48 hours of lessons divided into 3 weekly lessons of 2 hours. Lessons will focus mainly on the use of the following teaching methods: lectures and seminars.
Knowledge and ability to understand: The exam consists of one or more optional preliminary written tests and a final interview. The final evaluation, expressed in thirtieths, takes into account both the preliminary written tests (if sustained) and the exam test. Ability to apply knowledge and understanding: In the exam sessions the student must demonstrate that he/she has acquired the main legal notions and rules of the subject, and can use them in solving concrete problems.
ERASMUS students are invited to contact the professor for their program. For additional information please see the following website https://giurinn.unich.it
