B2424 - Sem. Corporate Law and Governance of Public Companies

Academic Year 2023/2024

  • Teaching Mode: Traditional lectures
  • Campus: Bologna
  • Corso: Second cycle degree programme (LM) in Legal Studies (cod. 9062)

Learning outcomes

The seminar provides an in-depth examination of the main legal and governance issues of today’s publicly traded corporations. Adopting a comparative and international perspective, the seminar cover themes such as the nature of agency problems in publicly traded corporations, the role of institutional investors in corporate governance, the purpose of the corporation, ESG, “CorpTech”. The goal is to provide students with a in-depth, critical understanding of the key legal and governance challenges faced by today’s public firms.

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 vs stakeholders and the purpose of publicly held corporations


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 seminar's topic. Active class participation is strongly encouraged.

Assessment methods

Students are required to write a 5.000-word essay on one of the topics covered by the seminars.

Teaching tools

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

Office hours

See the website of Sergio Gilotta