Facoltà di Economia

EN IT

Obiettivi Formativi

OBIETTIVI FORMATIVI:Il corso si propone di fornire agli studenti i fondamenti del diritto societario, nel contesto dell'Unione Europea e in chiave di comparazione tra alcuni istitui dei diritti societari nazionali. Il corso affronterà i temi del diritto societario (in particolare, le forme di organizzazione, la responsabilità limitata, la costituzione della società e il capitale sociale, la corporate governance, i soci, le modifiche fondamentali e il mercato del controllo societario), istruendo gli studenti ad analizzare le norme dell'Unione Europea, ove applicabili, e a confrontare le norme nazionali sui temi di interesse, tenendo conto dello sforzo di armonizzazione dell'Unione Europea.
CONOSCENZA E CAPACITÀ DI COMPRENSIONE: Conoscenza e comprensione del quadro giuridico dell'UE e di alcune legislazioni nazionali con particolare riferimento alle società e alle imprese private.
CAPACITÀ DI APPLICARE CONOSCENZA E COMPRENSIONE: Ricercare, comprendere e interpretare le fonti giuridiche dell'UE e la normativa nazionale sulle società.
AUTONOMIA DI GIUDIZIO: Capacità di valutare i principali interessi tutelati dalle norme e dei termini e limiti di tale tutela.

ABILITÀ COMUNICATIVE:

CAPACITÀ DI APPRENDIMENTO:

Prerequisiti

Secondo l’offerta formativa

Programma

1. Le fonti del diritto europeo e il diritto societario nei paesi europei.
2. Le forme organizzative dell'impresa. Società di persone e società di capitali. Società chiuse e società aperte. La limitazione della responsabilità.
3. Costituzione di società di capitali.
4. Il finanziamento dell'attività. Strumenti di capitale e strumenti di debito. Il capitale sociale.
5. Corporate governance. Doveri e responsabilità dell'organo amministrativo
6. Soci e altri stakeholders
7. Modificazioni dell'atto costitutivo
8. Mercato per il controllo delle società e protezione degli investitori

Testi Adottati

Si vedano i riferimenti nella parte in inglese

Modalità di svolgimento

Lezioni frontali, mediante impiego di supporti multimediali.
Domande volte a sollecitare la partecipazione degli studenti.
Richiesta agli studenti di leggere e interpretare i testi normativi rilevanti.
Richiesta agli studenti di leggere a casa materiale didattico da presentare in classe.

Regolamento Esame

Esame scritto in presenza (salva diversa indicazione di Ateneo) suddiviso in 8 domande a risposta multipla (un punto per ciascuna risposta corretta) e una domanda a risposta aperta (valutate da 0 a 5 punti ciascuna) con riguardo agli argomenti del programma
Il risultato dell'esame, espresso in trentesimi, è dato dalla somma dei punteggi ottenuti in ciascuna parte.
Il docente si riserva la facoltà di sottoporre lo studente a una verifica orale con riguardo alla prova scritta svolta e agli argomenti del programma.

EN IT

Aggiornato A.A. 2022-2023

European Corporate Law

Fall 2022

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, 2022 TWednesday, Thursday, Friday 11-13*

Please check the class calendar on the course webpage for updated timetable

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) 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:

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)

2. 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

3. 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)

4. 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

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. Donald, Comparative 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

Enroll on the virtual class on Delphi
Be sure to have an active Microsoft Teams account and to have their ID photo uploaded on Delphi
Join the virtual team of the class on Microsoft Teams
Subscribe the course Newsletter to receive updates and materials if any and to access uploaded materials on the course web page
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

EN IT

Aggiornato A.A. 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:

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)

2. 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

3. 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)

4. 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

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. Donald, Comparative 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

Enroll on the virtual class on Delphi
Be sure to have an active Microsoft Teams account and to have their ID photo uploaded on Delphi
Join the virtual team of the class on Microsoft Teams
Subscribe the course Newsletter to receive updates and materials if any and to access uploaded materials on the course web page
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

Aggiornato A.A. 2020-2021

European Corporate Law

Fall 2020

On line course

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

Course Credits: 6

Course Year: second year

Pre/co-requisites: please check your student study plan

Course Schedule:

First Term, September 14, 2020 – October 21, 2020

Monday 09:00 11:00 On line Microsoft Teams

Tuesday 09:00 11:00 On line Microsoft Teams

Wednesday 09:00 11:00 On line Microsoft Teams

Please check the class calendar on the course webpage for updated timetable.

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

Microsoft Teams name: nicoletta ciocca - nicoletta.ciocca@uniroma2.eu (please for any email use exclusively: ciocca@economia.uniroma2.it)

On line Office hours for students: This year office hours for students will be online. This gives us an even more efficient way to arrange for clarification and information meetings. Send me an email or a chat message on Microsoft Teams to schedule a Microsoft Teams meeting.

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:

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)

Forms of business organizations [“BO”]

Partnerships vs. companies.

Cahn, Chapter 4 (pp. 103-123)

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

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. 533-555)

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. 585-591 and 593-601), 19 (pp. 640-652 and 655-662), 20 (pp. 680-704), 21 (pp. 680-704), 22 (pp. 743-753)

Creditors and other stakeholders’ constituencies

Kraakman: Chapter 5 Transaction with Creditors

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, 2017, 3rd Edition, ISBN 9780198724315, with reference to the chapters above listed,

and

- Andreas Cahn, David C. Donald, Comparative Company Law, Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA, Cambridge University Press, 2018, 2nd Edition, ISBN 9781316637159, with reference to the chapters above listed.

Additional studying materials to be uploaded on the website.

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

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

STUDENTS ARE KINDLY REQUESTED TO

Enroll on the virtual class on Delphi
Be sure to have an active Microsoft Teams account and to have their ID photo uploaded on Delphi
Subscribe the course Newsletter to receive updates and materials if any and to access uploaded materials on the course web page
Enroll on time for the date they are taking the exam on Delphi

For exams rules see the relevant page

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 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:

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

Aggiornato A.A. 2019-2020

European Corporate Law

Fall 2019-2020

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

Course Credits: 6

Course Year: second or third year (depending on student’s first year enrollment)

Pre/co-requisites: please check your student study plan

Course Schedule:

First Term, September 16, 2018 – October 26, 2018. The course lasts 6 weeks.

Monday 09:00 11:00 Room P4

Tuesday 09:00 11:00 Room P4

Wednesday 09:00 11:00 Room P4

Please check the class calendar for updated timetable and classroom:

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: At the end of class or by appointment. Please confirm in any case and in advance via email that you are coming and check updates on the Notice Board.

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 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)

2. Forms of business organizations [“BO”]

Partnerships vs. companies.

Cahn, Chapter 4 (pp. 103-123)

3. 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	Kraakman, Chapter 7 Fundamental Changes

4. 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. 533-555)

5. 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. 585-591 and 593-601), 19 (pp. 640-652 and 655-662), 20 (pp. 680-704), 21 (pp. 680-704), 22 (pp. 743-753)

Creditors and other stakeholders’ constituencies

Kraakman: Chapter 5 Transaction with Creditors

6. 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, 2017, 3rd Edition, ISBN 9780198724315, with reference to the chapters above listed,

and

- Andreas Cahn, David C. Donald, Comparative Company Law, Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA, Cambridge University Press, 2018, 2nd Edition, ISBN 9781316637159, with reference to the chapters above listed,

- Additional studying materials to be uploaded on the website. Please note that slides (if provided) are an additional tool and in no way a substitute for books, legal text or other reading materials.

STUDENTS ARE REQUESTED TO SUBSCRIBE THE COURSE NEWSLETTER TO RECEIVE UPDATES AND ACCESS ADDITIONAL REFERENCE MATERIALS.

Exam Rules

A written exam (duration: 1 hour and a half) made of 5 multiple-choice questions (one point for each right answer) and 5 open-ended questions requesting a short reasoned answer in a given space (0-5 points each). The result of the written exam is the sum of the points on a 30-point scale (where the minimum passing grade is 18). No oral exam will take place: nonetheless the teacher at her discretion could verify the result of the written exam by means of an oral exam. No books, no devices, no notes or similar will be allowed during the exam. A vocabulary (English-to-English) will be provided in class.

Pre-exam

TBD. Should there be a pre-exam attendance of the course is required to take the pre-exam. Please duly note that a pre-exam passing grade must be registered by the student in person at the University in one of the exam sessions (winter, summer or fall).

Check this link for any doubt: https://economia.uniroma2.it/ba/businesseconomics/exams/

Aggiornato A.A. 2018-2019

European Corporate Law

Fall 2018-2019

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

Course Credits: 6

Course Year: third year

Pre/co-requisites: please check your student study plan

Course Schedule: First Term, September 17, 2018 – October 26, 2018. The course lasts 6 weeks.

Monday 09:00 11:00 Room P3

Thursday 09:00 11:00 Room P3

Friday 11:00 13:00 Room P3

Please check the class calendar for updated timetable and classroom:

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: Monday and Thursday at the end of class or by appointment. Please confirm in any case and in advance via email that you are coming and check updates on the Notice Board.

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, also if presented by students who will discuss their final dissertation in a different course. 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 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 a comparison between 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 some references to UK, France and Germany.

The Course will roughly follow the following outline:

1. Is there a “European Corporate Law”?

Articles

Enriques L., EC Company Law Directives and Regulations: How Trivial are They?, 27 U. Pa. J. Int'l Econ. L. 1,

[available at Lexis Nexis from any Faculty IP. To download: https://economia.uniroma2.it/biblioteca à Risorse Elettroniche à Banche Dati à Lexis Nexis à Interfaccia Europa à Legal Resources à Enriques à search for the article]

Books

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

Slides

ECL_Lecture 1

2. Forms of business organizations [“BO”]

Partnerships vs. companies.

Andenas: Chapter 4, part I, part II, part III (A,B, C, D), part IV

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

Formation of Private and Public companies.	Andenas: Chapter 3, part I, II, III, IV, V
Share capital and equity securities	Andenas: Chapter 5, part I, II, III, IV
Increase and reduction of capital; Acquisition and redemption of shares. Financial assistance	Andenas: Chapter 5, part VIII (A-D); part IX (A-D); part X (A-E)
Shares issuance and other fundamental changes	Kraakman, Chapter 7 Fundamental Changes

4. Corporate governance [“CG”]

Models of management and control	Andenas: Chapter 6, part I, II, III, IV, V
Managerial power and corporate board appointment	Kraakman: Chapter 3 The Basic Governance Structure: The Interests of Shareholders as a Class
Directors’ duties and liabilities	Class discussion

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

Minority shareholders rights and protection	Kraakman: Chapter 4 The Basic Governance Structure: Minority Shareholder and Non-Shareholders Constituencies
Creditors and other stakeholders’ constituencies	Kraakman: Chapter 5 Transaction with Creditors

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

Take over

Andenas: Chapter 10, part III

Kraakman: Chapters 8

Studying references

- Kraakman – Armour – Davies – Enriques – Hansmann - Hertig – Hopt – Kanda – Rock, The Anatomy Of Corporate Law: A Comparative And Functional Approach, Oxford University Press, 2017, with reference to the chapters above listed, and

- Andenas – Woolridge, European Comparative Company Law, Cambridge University Press, 2012 or a following edition, with reference to the chapters above listed, and

- Slides and reading materials to be uploaded on the website. Please note that slides are a supporting materials and in no way a substitute for books, legal text or other reading materials.

Exam Rules

A written exam (duration: 1 hour and a half) made of 5 multiple-choice questions (one point for each right answer) and 5 open-ended questions requesting a short reasoned answer in a given space (0-5 points each). The result of the written exam is the sum of the points on a 30-point scale (where the minimum passing grade is 18). No oral exam will take place: nonetheless the teacher at her discretion could verify the result of the written exam by means of an oral exam. No books, no devices, no materials will be allowed during the exam. A vocabulary (English-to-English) will be provided in class.

Pre-exam[TO BE CONFIRMED]

October 30, 2018, 10.00-11.30. Attendance of the course is required to take the pre-exam. Please duly note that a pre-exam passing grade must be registered by the student in person at the University in one of the exam sessions. Check this link for any doubt: https://economia.uniroma2.it/ba/businesseconomics/exams/

STUDENTS ARE REQUESTED TO ENROLL ON THE COURSE NEWSLETTER TO RECEIVE UPDATES. STUDENTS OF PREVIOUS YEARS TO TAKE A 9 CREDIT EXAM HAVE TO COMPLETE THE SYLLABUS WITH THE ADDITION UPLOADED ON THE COURSE WEBPAGE

Learning objectives of the course:

Knowledge and Understanding

Knowledge and understanding of the EU legal framework and its connection with the domestic legislation of the various forms of business entities, with special reference to the corporation.

Applying Knowledge and Understanding

Search for, understand, construe the EU sources of law on and domestic regulation of companies, with special reference to the corporation

Making Judgments

Identify and assess the interests protected and enforced by the legal system with reference to stockholders and stakeholders.

Communication Skills

Building up of a corporate legal vocabulary and reinforcing reasoning and logical thinking.

Learning Skills

Assess, describe and debate legal issues with reference to asset separation in companies and partnerships, corporate governance and corporate finance, shareholders rights, mergers and acquisition.

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