Corsi di Studio del Dipartimento di Giurisprudenza

Corporate Law (A-L)

Corporate Law (A-L)

Anno accademico 2024/2025

Sommario insegnamento

• Obiettivi formativi
• Risultati dell'apprendimento attesi
• Programma
• Modalità di insegnamento
• Modalità di verifica dell'apprendimento
• Attività di supporto
• Strumenti didattici
• Scheda del corso

Obiettivi formativi

Learning Objectives

The Class aim is providing students with instruments to understand the main elements of corporate law, with a special focus on EU regulation on the subject

The theaching also aims to initiate students in the analysis of concrete legal cases to develop their argumentative skills. These activities are part of a training course aimed at providing each student with skills useful for developing the ability to interpret and apply the law, required by the world of the professions.

Risultati dell'apprendimento attesi

Results of learning outcomes

KNOWLEDGE AND UNDERSTANDING: We hope that students gain knowledge and understanding on the current rules of corporate law and on some issues of financial markets law and regulations

APPLYING KNOWLEDGE AND UNDERSTANDING: We hope that students are able to properly apply the institutions of the subject to concrete cases, and works hypothesis

INDEPENDENT JUDGEMENT: We hope that the students gain critical skills in evaluating the answers/solutions provided to the main issues covered during the course

COMMUNICATION SKILLS: We hope that the students are able to discuss the issues and to propose solutions

LEARNING SKILLS: We hope that the students gain the methodological basis about the legal research on corporate law matters and are able to examine in depth the subjects discussed during the course

Programma

1. Introduction to the course
2. Commercial and company law principals
3. Definition of European law, European Company law and Comparative company law
4. The Origins of European Company Law: the four freedoms of European Union and the notions of Companies and Firms
5. The right of Establishment. Primary Establishment - Cases: Daily Mail Case, Uberseering Case, Sevic Case, Cartesio Case, Vale Case, Kornhaas Case, Polbud Case
6. Secondary Establishment – Cases: Segers Case, Centros Case, Inspire Art Case
7. Other Cases: Uber cases
8. Cross-Border Mobility
9. Formation: 1) the Setting up of a New Company and cases; 2) The Formation of Societas Europea
10. Legal Capital and Capital Maintenance
11. Introduction of Corporate Governance
12. Management and Control: one - tier system; two-tier system
13. Board Composition and Gender Equality
14. Executive Remuneration and Conflict of Interest. Cases: Robobank
15. Liability of Directors
16. Statutory Audit
17. General Meeting: Competences
18. General Meeting: Procedure
19. Shareholder’s Rights
20. Group of Companies
21. Protection of Minorities and Equal Treatment of Shareholders: 1) Reinforced Majorities and Double Voting; 2) Capital Increase and Pre-emptive Rights; 3) The Golden Shares. Cases: Siemens Case, Commission v. Spain, ENI/Telecom Italia Case, Elf Case, Volkswagen Case, AEM/Edison Case
22. Annual and Consolidated Account
23. Focus on cross-border company law issues: Artificial Intelligence and corporate governance
24. Focus on cross-border company law issues: Sustainability and corporate governance
25. Focus on cross-border company law issues: Token, blockchain and corporate governance

Each lecture will be dedicated to a specific topic. After introducing the topic and pointing out all relevant issues pertaining thereto, the lecturer will invite the class to actively participate and debate.

Modalità di insegnamento

The lectures will be held in attendance. The students are invited to actively partecipate in the lectures.

Modalità di verifica dell'apprendimento

Learning assessment methods

oral examination. The examination will verify the knowledge of the main principles of EU legislation on corporate law

Students must be registered to the examination and must have passed exams as provided in Department rules. The evaluation of the examination must be recorded immediately.

Attività di supporto

Support activities

Class attendance is recommended due to the technical nature of the subject. In any case, classroom attendance must be followed by the study of the manual and of the possible papers provided during the course

• Materiale didattico
• Bacheca appelli
• Orario lezioni
• Vai a Moodle
• Registrati a questo insegnamento
• Studenti registrati
• Invia email agli studenti registrati
• Esporta tabella