B2424 - Sem. Corporate Law and Governance of Public Companies

Learning outcomes

At the end of the seminar students know the key governance issues faced by today’s publicly traded corporations and the EU and US regulatory responses to those issues. Students are able to understand the functioning of large public corporations in both the EU and the US and the nature and implications of key issues such as the agency costs arising from the separation of ownership and control, the law and economics of changes in corporate control, the role of institutional investors in corporate governance, the purpose of the corporation, ESG and sustainability. Students are also able to identify the major corporate governance differences between EU and US publicly traded corporations and to understand the relevant corporate governance dynamics. Overall, students gain a full understanding of public firms' key corporate governance challenges, mostly in their transnational and comparative dimension, and the ability to address the relevant legal problems.

Course contents

- The principal-agent problem in publicly held corporations and how ownership structure affects it

- Transactions in control

- Control-enhancing mechanisms (dual class shares, loyalty shares, pyramids)

- The role of institutional investors in corporate governance

- "ESG", shareholders, stakeholders, and the purpose of the large corporation

Readings/Bibliography

A reading list, mainly composed of academic articles and textbook excerpts, will be provided in due course.

Each seminar will have its own readings. For a more engaged class participation, students are encouraged to read them before each seminar.

Teaching methods

The seminars will be held by the course teacher, sometimes in joint collaboration with guest lecturers expert in the seminar's topic. Active class participation is strongly encouraged.

Assessment methods

Students are required to write a 4.000-word essay on one of the topics covered by the seminars.

 

Students with learning disorders and/or temporary or permanent disabilities: please contact the office responsible (https://site.unibo.it/studenti-con-disabilita-e-dsa/en/for-students) as soon as possible so that they can propose acceptable adjustments. The request for adaptation must be submitted in advance (15 days before the exam date) to the lecturer, who will assess the appropriateness of the adjustments, taking into account the teaching objectives.

Teaching tools

The course teacher will use slides.They will be made available to students via the course website, usually the day before the class.

Office hours

See the website of Sergio Gilotta