LEGAL THEORY AND ETHICS OF BUSINESS
Syllabus
EN
IT
Learning Objectives
LEARNING OUTCOMES: This course will provide students with an opportunity to develop a general knowledge of sources of law and worldwide legal systems, critical thinking and problem solving, self-awareness, teamwork and communication skills, intercultural and ethical competency. By the end, students will have a clear understanding of the legal and ethical environment in which businesses operate, of the techniques of ethical reasoning and argumentation that are needed to analyze ethical issues in business. The teamwork has the aim to practice the application of general ethical principles to particular cases or practices in business; the critical evaluation of the comparative morality of various different types of legal and economic systems; the imagination of morally praiseworthy and exemplary actions of either individuals or firms in business.
KNOWLEDGE AND UNDERSTANDING: The teaching program aims to provide basic understanding, models and methodologies necessary for interpretation of legal and ethical dynamics in a global context.
APPLYING KNOWLEDGE AND UNDERSTANDING: Regarding the use of skills, the students will be able to solve ethical problems understanding the complex rule system in and outside national borders and applying legal and ethical principles, rules and methods in an international business context.
MAKING JUDGEMENTS: During the course students are expected to directly participate in developing, drafting and presenting a practical case already decided by a high court with the scope of practicing autonomous reasoning while applying the legal and ethical theories and methodologies they have been taught.
COMMUNICATION SKILLS: During the course, students are expected to building up of legal vocabulary and reinforcing ethical multilateral reasoning and logical thinking.
LEARNING SKILLS: The students will learn basic principles and legal science methods with reference to the creation of rules in an international setting and the principle theories and methods of business ethics.
KNOWLEDGE AND UNDERSTANDING: The teaching program aims to provide basic understanding, models and methodologies necessary for interpretation of legal and ethical dynamics in a global context.
APPLYING KNOWLEDGE AND UNDERSTANDING: Regarding the use of skills, the students will be able to solve ethical problems understanding the complex rule system in and outside national borders and applying legal and ethical principles, rules and methods in an international business context.
MAKING JUDGEMENTS: During the course students are expected to directly participate in developing, drafting and presenting a practical case already decided by a high court with the scope of practicing autonomous reasoning while applying the legal and ethical theories and methodologies they have been taught.
COMMUNICATION SKILLS: During the course, students are expected to building up of legal vocabulary and reinforcing ethical multilateral reasoning and logical thinking.
LEARNING SKILLS: The students will learn basic principles and legal science methods with reference to the creation of rules in an international setting and the principle theories and methods of business ethics.
Prerequisites
according to the University Programme
Program
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, subject to a preliminary part on prospectus and investment services and investment firms in the EU:
1. EU 2018 Action Plan on Sustainable Finance 2. Directive 2014/95/EU – Non-Financial Reporting Directive (NFRD) 3. Regulation on Sustainable Finance Disclosure Regulation no. 2088/2019 4. Regulation on taxonomy of environmentally sustainable activities 5. Integration of sustainability into Mifid regime 6. Sustainability and corporate governance
1. EU 2018 Action Plan on Sustainable Finance 2. Directive 2014/95/EU – Non-Financial Reporting Directive (NFRD) 3. Regulation on Sustainable Finance Disclosure Regulation no. 2088/2019 4. Regulation on taxonomy of environmentally sustainable activities 5. Integration of sustainability into Mifid regime 6. Sustainability and corporate governance
Books
Course materials will consist of legal texts and legal papers which will be delivered to the students according to the syllabus (see below list). The handbook is European Capital Markets, by R. Veil, third edition, HART
1.Overview of EU securities regulation: A) prospectus regulation no. 2017/2019
References: Book Chapters (2 paras. 7-9; 4 paras. 16-17) + Regulation text (relevant articles)
2. Overview of EU securities regulation: B) Mifid 2 Directive no. 2014/65
References: Book Chapters (5 (but for para. 24; 6 and 7) + Directive text (relevant articles)
3. Non-financial disclosure Directive no. 2014/95
References: Directive Text (relevant articles)
4. Sustainable Finance Disclosure Regulation no. 2088/2019
References: Regulation Text + Paper (uploaded on MS Teams)
5. Taxonomy Regulation no. 852/2020
References: Regulation Text + Paper (uploaded on MS Teams)
6. Mifid integration of sustainability
References: Regulation text no. 565/2017 (relevant articles) + Directive text no. 2021/1269
7. Sustainability Due Diligence
References: Proposal Text (as of 23 Feb 2022, 2022/0051COD relevant articles) + ECGI webinars https://youtu.be/qe8QMgRh28g (minutes 0-60 + minutes from 1:40 to 1:60 and https://youtu.be/dkqYwcfU6gg minutes 0-45)
1.Overview of EU securities regulation: A) prospectus regulation no. 2017/2019
References: Book Chapters (2 paras. 7-9; 4 paras. 16-17) + Regulation text (relevant articles)
2. Overview of EU securities regulation: B) Mifid 2 Directive no. 2014/65
References: Book Chapters (5 (but for para. 24; 6 and 7) + Directive text (relevant articles)
3. Non-financial disclosure Directive no. 2014/95
References: Directive Text (relevant articles)
4. Sustainable Finance Disclosure Regulation no. 2088/2019
References: Regulation Text + Paper (uploaded on MS Teams)
5. Taxonomy Regulation no. 852/2020
References: Regulation Text + Paper (uploaded on MS Teams)
6. Mifid integration of sustainability
References: Regulation text no. 565/2017 (relevant articles) + Directive text no. 2021/1269
7. Sustainability Due Diligence
References: Proposal Text (as of 23 Feb 2022, 2022/0051COD relevant articles) + ECGI webinars https://youtu.be/qe8QMgRh28g (minutes 0-60 + minutes from 1:40 to 1:60 and https://youtu.be/dkqYwcfU6gg minutes 0-45)
Bibliography
R. Costi Il mercato mobiliare Giappichelli
A. Perrone Il diritto del mercato dei capitali Giuffre
F. Annunziata La disciplina del mercato mobiliare Giappichelli
Securities Regulations: The Essentials
by Stephen J. Choi (Author), A.C. Pritchard (Author)
A. Perrone Il diritto del mercato dei capitali Giuffre
F. Annunziata La disciplina del mercato mobiliare Giappichelli
Securities Regulations: The Essentials
by Stephen J. Choi (Author), A.C. Pritchard (Author)
Teaching methods
On site and in presence lectures. Discussion with students of issues.
Exam Rules
The exam will be in writing (on site): duration of 1 hour and 30 minutes, including 1 open-end question, 0-10 points; 2 true or false questions with a short explanation or 2 short-open end questions, 0-5 points each; 5 multiple-choice questions, 2 points each, no penalty for a wrong answer. 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. Maximum 5 points.