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:
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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 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”?
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Articles
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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]
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Books
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Kraakman, Chapter 1 What is Corporate Law? + Chapter 2 Agency Problems and Legal Strategies
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Slides
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ECL_Lecture 1
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2. Forms of business organizations [“BO”]
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Partnerships vs. companies.
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Andenas: Chapter 4, part I, part II, part III (A,B, C, D), part IV
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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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Andenas: Chapter 3, part I, II, III, IV, V
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Share capital and equity securities
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Andenas: Chapter 5, part I, II, III, IV
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Increase and reduction of capital; Acquisition and redemption of shares. Financial assistance
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Andenas: Chapter 5, part VIII (A-D); part IX (A-D); part X (A-E)
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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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Andenas: Chapter 6, part I, II, III, IV, V
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Managerial power and corporate board appointment
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Kraakman: Chapter 3 The Basic Governance Structure: The Interests of Shareholders as a Class
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Directors’ duties and liabilities
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Class discussion
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5. Shareholders’ rights and the other stakeholders [“SHA”]
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Minority shareholders rights and protection
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Kraakman: Chapter 4 The Basic Governance Structure: Minority Shareholder and Non-Shareholders Constituencies
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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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Andenas: Chapter 10, part III
Kraakman: Chapters 8
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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 [TO BE CONFIRMED]. 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.
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Learning objectives of the course:
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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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Prof.ssa Lucia Leonelli
