37296 - Commercial law

Learning outcomes

Students are first expected to get acquainted with the nature and functioning of business companies, as they are the main economic actors in today's economic and social environment. In order to understand how and to what extent they make their contribution to the economic system and our well-being, students will learn how business companies are formed and for what purposes, who own them, who manage them and in the interest of whom they should be managed, how their decision-making processes are structured and function, how they relate with the outside world and how their failure gets handled. Secondly, students will come to grasp key notions of trademark, patent and copyright laws with a view to getting a good understanding of the reasons why product research, development and innovation, which are necessary for our collective good and progress, call for protection of intellectual property rights. Additionally, students will be provided with key notions of competition law with the aim of exploring why and how a productive and well functioning economic system requires fair competition and trust (monopoly) busting. Although our focus will mainly be on Italian and European laws, references will be made to other legal systems, such as the that of the United States.

Course contents

Prof. Alessandro Pomelli:
 

1. Introduction: A Brief Account of the History of Italian and European Commercial Law.
2. Partnerships under Italian, European and United States laws.
3. Private Companies under Italian, European and United States laws with particular regard to formation, organizational changes, capital structure and fund raising, corporate governance.
4. Public Companies under Italian, European and United States laws with particular regard to formation, organizational changes, capital structure and fund raising, corporate governance, mergers and acquisitions.
5. Securities markets.
6. Mutual Companies
7. Group of Companies.
8. Agency Problems, Conflict of Interests within Companies and Legal Strategies to address them.

Prof. Alberto De Pra:

1) Introduction to Competition Law. Development of competition law from the 1890 Sherman Act to the 1957 EC Treaty. Competition policy as part of the single market objective. Interaction of national and EC competition law. Relevant principles of economics: market definition, product substitutability, market power, monopoly, oligopoly, workable competition. Schools of economic thought on optimum competition policy.

2) The Framework of the EU Treaties. Role of the Council, Commission and Parliament. Regulations, Directives and Notices.

3) Collusion between undertakings (Article 101 TFEU). The general prohibition of agreements restrictive of competition. Decisions by associations of undertakings. Concerted practices. Effect on trade between Member States. Vertical and horizontal agreements. Consequences of breach.

4) The Rule of Reason. Block Exemptions. Criteria for exemption. Examples of individual exemption.

The block exemption system. The Block exemption regulations on horizontal agreements. Selective and exclusive distribution agreements and franchising agreements. Reform of the treatment of vertical restraints. The 2010 umbrella block exemption for vertical agreements. The Commission's Guidelines on vertical and horizontal agreements.

5) Abuse of a Dominant Position (Article 102 TFEU). Concepts of relevant market, dominance, abuse. Joint dominance.

6) Mergers. The EU Merger Regulation.

7) Competition Law Procedure. The new enforcement regulation (Regulation 1/2003)

8) Enforcement of EU Competition Law at National Level. Direct effect of EC competition law. Private enforcement before national courts. Available remedies. Preliminary references. Role of the national competition authorities.

Readings/Bibliography

Prof. Alessandro Pomelli:

Kraakman, Armour et Al., The Anatomy of Corporate Law, Oxford University Press, 2nd Edition: Chapters 1 to 8.

Presentations, readings and other materials as indicated in class at the beginning and during the course.

Prof. Alberto De Pra:

Whish and Bailey, Competition Law, 7th edition, Oxford University Press, 2012.

Presentations, readings and other materials as indicated in class at the beginning and during the course.

 

 

Assessment methods

Written examinations in the form of mid-term exams and full exams.

The first mid-term exam (October 2015) will be based on Chapter 1 of the textbook "The Anatomy of Corporate Law" as well as all slides and other materials made available on AMS Campus as of the date of the exam.

The second mid-term exam (January 2016) will be based on Chapter 2 to Chapter 8 of the above mentioned textbook as well as all slides and other materials made available on AMS Campus as of date of the exam.

The first and second mid-term joint exam (January 2016) will be based on Chapter 1 to Chapter 8 of the above mentioned textbook and all slides and other materials made available on AMS Campus.

The third and final mid-term exam (Summer exam session of 2016) will be based on all readings and materials made available by Prof. De Pra.

Mid-term exams contribute to the final grade by a third each to the extent that each of them is taken at the relevant dates and passed with a grade not lower than 18.

Full exams (Summer exam session of 2016 onwards) will be based on the whole course program and all the relevant materials (presentations, slides, textbooks and/or additional readings) as indicated by Prof. Pomelli and Prof. De Pra.

Additional notice regarding Prof. De Pra's portion of the course: Pairs of Students who will attend 80% of lectures will have the possibility to deliver a presentation of a legal case before the class lasting no more than 15 minutes. A successful classroom presentation will result in two additional points to the grade awarded on the third mid-term exam or, alternatively, one additional point to the grade awarded on prof. De Pra's course-based portion of the full exam.

Office hours

See the website of Alessandro Pomelli

See the website of Alberto De Pra