82170 - Commercial and International Law

Learning outcomes

The course aims to provide students with the main principles of business law, company law and competition law. Hence, its focus is on the different ways to carry out business activities regulated by the legal system, such as the different companies that it is possible to establish. In this context, the analysis will include the main principles of civil law jurisdictions in comparison with the principles of common law jurisdictions, and the most important international contracts, which usually are signed by companies while performing their business. A specific focus is devoted to the most important principles of the Anglo-Saxon systems of company law, such as the corporate governance theories and the corporate governance structures of companies, the responsibility of the directors and the position of the shareholders. At the end of the course students are able to: (a) find and choose the best legal solutions to carry out properly and efficiently business activities; (b) use the different types of contracts, both regulated and unregulated, in order to deal with suppliers and clients of the firms; (c) find and choose the best legal form to perform business.

Course contents

1. Introduction to Corporate Law and different types of companies.
2. Partnerships.
3. Joint-stock companies.
4. Shares and shareholders rights.
5. The issuing of bonds and creditors claims.
6. Corporate governance and directors' duties and responsibilities.
7. Auditors' duties and responsibilities.
8. Limited liability companies.
9. Corporate Control, corporate groups, takeovers.
10. Mergers and corporate split-ups.
11. Principles of Banking institutions.
12. Other financial market actors.

Readings/Bibliography

• Varrasi, Italian Business Law, Giappichelli, 2015, chapters IV, V, VII, IX, X, XI.
• Kraakman - Armour - Davies - Enriques et al., The Anatomy of Corporate Law: A Comparative and Functional Approach, OUP, Oxford, 2017, chapters 1, 2, 3, 5, 7, 8.
  

 

Further specific readings may be suggested and shared by the professor after each lesson.

Teaching methods

Traditional and remote lectures supported by specific presentations.

Lectures will be held in English.

Proactive participation of the students is warmly welcomed.

Assessment methods

The final examination will consist in a test based on five open-ended questions concerning various topics within the course program.

 

Each answer would attribute from 0 up to 6 points.

An honorable mention (cum laude) may be awarded in case of an outstandingly rich and thorough analysis of the submitted issues.

Office hours

See the website of Federico Parmeggiani