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:
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introducing students to the various legal forms of the business organizations and their main features;
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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”]
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Introduction.
Company/corporate law and the EU Framework
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Kraakman, Chapter 1 What is Corporate Law? + Chapter 2 Agency Problems and Legal Strategies
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Cahn, Chapters, 1 (pp. 2-24), 2 (pp. 25-45), 3 (94-101)
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2. Forms of business organizations [“BO”]
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Partnerships vs. companies.
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Cahn, Chapter 4 (pp. 103-123)
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3. Forming and Financing the company [“FIN”]
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Formation of Private and Public companies.
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Cahn, Chapter 5 (pp. 150-166)
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Share capital and equity securities
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Cahn, Chapter 6 (pp. 188-204)
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Increase and reduction of capital; Acquisition and redemption of shares. Financial assistance
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Cahn, Chapters 7 (pp. 219-238), 8 (pp. 254-267), 9 (pp. 286-296)
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Shares issuance and other fundamental changes
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Kraakman, Chapter 7 Fundamental Changes
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4. Corporate governance [“CG”]
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Models of management and control
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Kraakman, Chapter 3 The Basic Governance Structure: The Interests of Shareholders as a Class
Cahn, Chapter 11 (pp. 349-364)
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Managerial power and corporate board appointment
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Cahn, Chapters 12 (pp. 365-377), 15 (pp. 501-511 and 516-525)
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Directors’ duties and liabilities
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Cahn, Chapter 13 (pp. 393-412), 14 (pp. 444-450), 16 (pp. 533-555)
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5. Shareholders’ rights and the other stakeholders [“SHA”]
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The shareholders
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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)
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Creditors and other stakeholders’ constituencies
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Kraakman: Chapter 5 Transaction with Creditors
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6. The market for corporate control [“MCC”]
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Take over
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Kraakman: Chapter 8
Cahn, Chapters 26 (pp. 885-901), 27 (pp. 927-935)
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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/
Prof.ssa Lucia Leonelli
