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Program

EN IT

Updated A.Y. 2021-2022

European Corporate Law

Fall 2021

Bachelor of Science: Business Administration & Economics (L33-Economics; L18-Business Administration)

Course Credits: 6

Pre/co-requisites: please check the relevant student study plan

Course Schedule: First Term, November 2, 2021 – December 9, 2021 Tuesday-Wednesday 9-11; Thursday 11-13 On site and on line

Please check the class calendar on the course webpage for updated timetable https://economia.uniroma2.it/ba/business-administration-economics/corso/lezioni/1290/

Teacher: Nicoletta Ciocca – Dipartimento di Management e Diritto – Room 73, first floor I, Building “Ricerca”, 0672595834, ciocca@economia.uniroma2.it

Office hours for students: On site: (with a notice in advance via email) Tuesday-Wednesday 11:30; On line: (with a notice in advance via email or Microsoft Teams chat) previously agreed time.

Use also email and Microsoft Teams chat for questions and requests of clarification.

Final thesis: Any student who has passed the exam is welcome to propose a topic for his/her final thesis in European Corporate Law, which we can discuss and better outline together. Any proposal which includes business law and economics and the ways they intertwine will be appreciated.

I am also available for supporting students in tackling business legal issues in their thesis in a different course. A legal research entails some patience and a proper amount of time for identifying, searching and studying legal texts and bibliography (not always available on line).

Course outline

The course aims at:

  • introducing students to the various legal forms of the business organizations and their main features;
  • studying the main issues of the corporate form in a European Union regulatory perspective and taking into account some of the European jurisdictions with reference to selected issues.

For each area the students shall focus on the interests and the legal issues involved, in order to compare solutions developed by the European Union and the national regulators, with special regard to Italy and with references to UK and Germany.

The Course will roughly follow this table of contents:

  1. Is there a “European Corporate Law”? ["ECL”]

Introduction.

Company/corporate law and the EU Framework

Kraakman, Chapter 1 What is Corporate Law? + Chapter 2 Agency Problems and Legal Strategies

Cahn, Chapters, 1 (pp. 2-24), 2 (pp. 25-45), 3 (94-101)

 

  1. Forms of business organizations [“BO”]

Partnerships vs. companies.

Cahn, Chapter 4 (pp. 105-123)

 

  1. Forming and Financing the company [“FIN”]

Formation of Private and Public companies.

Cahn, Chapter 5 (pp. 150-166)

Share capital and equity securities

Cahn, Chapter 6 (pp. 188-204)

Increase and reduction of capital; Acquisition and redemption of shares. Financial assistance

Cahn, Chapters 7 (pp. 219-238), 8 (pp. 254-267), 9 (pp. 286-296)

Shares issuance and other fundamental changes

Cahn, Chapter 10 (pp. 306-321)

Kraakman, Chapter 7 Fundamental Changes

 

  1. Corporate governance [“CG”]

Models of management and control

Kraakman, Chapter 3 The Basic Governance Structure: The Interests of Shareholders as a Class

Cahn, Chapter 11 (pp. 349-364)

Managerial power and corporate board appointment

Cahn, Chapters 12 (pp. 365-377), 15 (pp. 501-511 and 516-525)

Directors’ duties and liabilities

Cahn, Chapter 13 (pp. 393-412), 14 (pp. 444-450), 16 (pp. 533-556)

 

  1. Shareholders’ rights and the other stakeholders [“SHA”]

The shareholders

Kraakman: Chapter 4 The Basic Governance Structure: Minority Shareholder and Non-Shareholders Constituencies

Cahn, Chapter 18 (pp. 575-591 and 593-597, 601-602), 19 (pp. 640-652 and 655-659), 20 (pp. 680-704), 22 (pp. 743-753)

Creditors and other stakeholders’ constituencies

Kraakman: Chapter 5 Transaction with Creditors

 

  1. The market for corporate control [“MCC”]

Take over

Kraakman: Chapter 8

Cahn, Chapters 26 (pp. 885-901), 27 (pp. 927-935)

Studying references

            - Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock, The Anatomy Of Corporate Law: A Comparative And Functional Approach, Oxford University Press, with reference to the chapters above listed,

and

            - Andreas Cahn, David C. DonaldComparative Company Law, Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA, Cambridge University Press, 2018, 2nd Edition (or more recent if available),  with reference to the chapters above listed.

            Additional studying materials to be uploaded on the class channel on Microsoft Teams.

            Please note that slides (where provided) are only an additional tool and they replace in no way books, legal text or other reading materials.

Pages above indicated do not include USA references which are not part of the syllabus. 

Exams rules

The exam will be in writing: duration of 1 hour; 8 multiple choice questions (no. of answers may vary) 3 points each and no penalty for wrong answer; one open ended question (0-6 points). The teacher may decide to verify the written exam grade with questions on any part of the syllabus.

STUDENTS ARE KINDLY REQUESTED TO

  1. Enroll on the virtual class on Delphi
  2. Be sure to have an active Microsoft Teams account and to have their ID photo uploaded on Delphi
  3. Join the virtual team of the class on Microsoft Teams
  4. Subscribe the course Newsletter to receive updates and materials if any and to access uploaded materials on the course web page
  5. Book their place on Delphi on time to sit for the exam

 

This syllabus may be updated and amended.

 

Learning objectives of the course:

LEARNING OUTCOMES:

The course aims at providing the students with fundamentals on company law, in the EU context and with reference to 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.

 

KNOWLEDGE AND UNDERSTANDING:

Knowledge and understanding of the EU legal framework and certain domestic company law with special reference to public companies

 

APPLYING KNOWLEDGE AND UNDERSTANDING:

Search for, understand, construe the EU sources of law on, and the domestic regulation of, companies

 

MAKING JUDGEMENTS:

Identify and assess the interests protected and enforced by certain domestic company law in the EU framework with reference to stockholders and stakeholders

 

COMMUNICATION SKILLS:

Build up a legal vocabulary and illustrate a discussion of legal provisions with reference to EU and certain domestic company law

 

LEARNING SKILLS:

Assess, describe and debate legal issues with reference to asset separation in companies and to corporate governance, corporate finance, shareholders rights, mergers and acquisition, investors’ protection and take over