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Updated A.Y. 2022-2023

Legal Theory and Ethics of Business

                                                                         Fall 2023     

Master of Science: Finance and Banking

Course Credits: 6

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

Course Schedule: First Term, September 12, 2022 – October, 19 2022

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) Tuesday-Wednesday 11:30 (during the course); On line: (with a notice in advance via email or Microsoft Teams chat) previously agreed time.

Please use 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, 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. 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 to investigate the legal framework of EU sustainable finance, in order to understand EU strategies, policies and legal sources to improve the flow of investments towards sustainable activities across the European Union.

The course addresses the legal sources which are planning to transform environmental, social and governance (ESG) considerations from ethical nudges into a driver for business strategies and new purposes of public and private companies.

The Course will roughly follow this table of contents:

  1. EU 2018 Action Plan on Sustainable Finance
  2. Directive 2014/95/EU – Non-Financial Reporting Directive (NFRD)
  3. Sustainability and corporate governance. Board duties and sustainability. Corporate purposes. Benefit corporations
  4. Regulation (EU) 2019/2088 on sustainability‚Äźrelated disclosures in the financial services sector
  5. Sustainability and investment services, collective investments undertakings, insurances

Studying references

            For the part on basics of EU securities regulation): European Capital Markets, by R. Veil, third edition, HART, Chapters 2, 4, 5, 6, 7

           Sustainability issues: materials to be uploaded on the class channel on Microsoft Teams.

            Please note that slides (where provided) are only an additional tool and they do not replace in any way legal texts and books/papers/reading materials.

Exams rules

The exam will be in writing (on site and in presence, unless differently instructed by the University): duration of 1 hour and 30 minutes. Three open ended questions (0 to 10 points each). The teacher retains the option to verify the written exam grade with oral questions on any part of the syllabus.

Optional Take-home Follow up on the Commission action plan for sustainable finance

Each group of students (between 2 and 5 persons) will pick one of the proposed actions in the Commission Action Plan and shall: (a) write and deliver to the teacher a report on the chosen action, its goals, its positive and negative implications, and the status of its realization, and (b) present the report in a 5 to 10 minutes video to be shared on the Microsoft Teams channel of the class.

Deadline for delivery of written report and video October 24, 2022. Maximum points: 5

Subject to on time delivery within the given deadline, points for the take-home will be held valid for the whole year regardless of the chosen exam call.

Exam calendar

See appropriate webpage


  1. Enroll on the virtual class on Delphi
  2. Be sure to have an active Microsoft Teams account
  3. Join the virtual team of the class on Microsoft Teams
  4. Enroll in 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:


The course aims at providing the students with fundamentals on EU policies, strategies, actions in sustainable finance. The course will address ESG factors and their impact on capital markets and company law issues, instructing the students to analyze EU rules.


Knowledge and understanding of the EU capital markets and company law framework on ESG and sustainable finance.


Search for, understand, construe the EU sources of law on topics of interest



Identify and assess the interests protected and enforced by EU framework with reference to sustainable investments.


Build up a legal vocabulary and illustrate a discussion of legal provisions with reference to EU framework on sustainable investments.


Assess, describe and debate legal issues with reference to ESG factors, company purposes and capital markets.



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