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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

Pursuant to the Programme

Program

The course tackles fundamentals on company law, in the EU context and with a comparative approach between certain domestic company law.
The course addresses the following topics:
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]

Books

1. Andreas Cahn - David C. Donald, Comparative Company Law, Cambridge University Press, (selected chapters)

2. 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)
- Other materials (slides, readings, etc.) could be provided during the course and posted on the webpage of the course.

Bibliography

Ventoruzzo, Conac, Goto, Mock, Notari, Reisberg, Arad, Comparative Corporate Law, West Academic Publishing
Kindler, Lieder, European Corporate Law. Article-by-Article Commentary, Hart Beck
Dorresteijn, Olaerts, Kemp, Meyer, Biermeyer, Arons, European Corporate Law, Wolters Kluwer
De Luca, European Company Law, Cambridge
Vicari, European Company Law, De Gruyter Studium
Bruno, Foundations of Business and Company Law. US, UK, Italy and the European Context, Springer

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:
- 2 open-end question, 0-10 points each;
- 5 short-open end or true/false questions, 0-2 points each;

Students are not allowed to any resources or tools during the exam.