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EUROPEAN CORPORATE LAW

Syllabus

EN IT

Learning Objectives

LEARNING OUTCOMES:The course aims at providing the students with fundamentals on company law, in the EU context and with a comparative approach between certain domestic company law. The course will address company law topics (namely, forms of organizations, limited liability, formation of the company and company's share capital, corporate governance, members, fundamental changes and market for corporate control), instructing the students to analyze EU rules where applicable and to compare domestic rules on the topics of interest, taking into accoun the harmonization effort by the EU.

KNOWLEDGE AND UNDERSTANDING: Knowledge and understanding of the EU legal framework and certain domestic legislation with special reference to corporations and private companies

APPLYING KNOWLEDGE AND UNDERSTANDING: Search for, understand, construe the EU sources of law on, and the domestic regulation of, companies

MAKING JUDGEMENTS: Assessment of main interests protected by the norms and terms and limits of such protection


COMMUNICATION SKILLS:


LEARNING SKILLS:


Prerequisites

According to the Bachelor Course

Program

1. Company/corporate law, the EU legislation and domestic regulation [Week 1]
2. Forms of business organizations. Partnerships vs. companies. Private vs. Public companies. Limited liability and organizational law [Week 1]
3. Incorporation of the company[Week 2]
4. Financing the company. Equity and debt. Share capital [Week 3 and 4]
5. Corporate governance. Directors’ duties and liabilities [Week 5]
6. Shareholders’ rights. The other stakeholders [Week 5 and 6]
7. Fundamental changes [Week 6]

Books

- Cahn, Andreas - Donald, David C., Comparative Company Law, Cambridge University Press, 2018
- Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, Edward Rock, The Anatomy of Corporate Law. A Comparative and Functional Approach (selected chapters)
- Additional selected papers and materials

Bibliography

- European Corporate Law 4th ed
Adriaan F.M. Dorresteijn, Mieke Olaerts, Bastiaan Kemp, Marcus Meyer, Thomas Biermeyer, Tomas Arons
- European Corporate Law: Article-by-Article Commentary
by Peter Kindler (Editor), Jan Lieder (Editor) 

Teaching methods

Lectures, using multimedia
Questions aimed at encouraging students participation.
Request to students to read and construe the relevant norms and provisions.
Request to students to read at home teaching materials to be discussed in class.

Exam Rules

The exam will be in writing (on site): duration of 1 hour and 30 minutes, including:
- 1 open-end question, 0-10 points;
- 2 true or false questions with a short explanation or 2 short-open end questions, 0-5 points each;
- 5 multiple-choice questions, 2 points each, no penalty for a wrong answer. The teacher retains the option to verify the written exam grade with oral questions on any part of the syllabus.
The assessment of the answers takes into account knowledge and understanding, correctness of information provided, logical, expressive and argumentative ability, and completeness of answers, graded according to the marks awarded from the minimum to the maximum above.The minimum grade is 18/30 the maximum grade is 30/30. Honors(Lode) are subject to an overall evaluation of particular value of the assignment.