37450 - Listed Companies Law

Learning outcomes

At the end of the course the student possesses an analytical knowledge and understanding of the Community and national discipline on the capital markets and quoted issuers. Moving from the historical development of national and community legislation, the course considers in detail the application of the most traditional and consolidated legal interpretation methodologies, including, on certain aspects, the integrated approaches of Law and Economics and Law & Finance to the discipline of listed companies , Investment incentives, OPA, insider trading and market manipulation, market organization and watch. The student is able to measure the theoretical understanding achieved on a concrete level and to examine some recent jurisprudence cases.

Course contents

The institutional regulatory profiles of the companies that access the capital markets. The institutions. I. Rules of general company law and rules of special law, including the consolidated law on finance and implementing regulations. II Supervisory authority and financial supervision / supervision between European and national regulations. III The markets and notes on their discipline. In particular:

Overview of Italian regulated markets and multilateral trading platforms on which company shares and bonds are admitted and traded. Description of the main listing segments and clusters of issuers present. Comparative examination of the admission requirements of an issuer on regulated markets and on AIM of Borsa Italiana.

The legal regime of the issuer: The governance of listed companies. The rules of the consolidated law on finance regarding the rights of shareholders, administrative bodies, control bodies, manager in charge and auditor. Comparison of governance rules between issuer listed on regulated market, issuer listed on AIM and in general issuers of financial instruments popular with the public.

Self-discipline on corporate governance: Analytical examination of the self-regulatory code of listed companies and its application. Listed issuers put to the test of sustainability: social interest and non-financial information in the perspective of the role of corporate bodies.

Governance of the issuer and transactions with related parties.

Governance of the issuer and engagement of institutional investors and asset managers.

Going public listing of corporate issuers.

The ownership structure of the issuers. Significant holdings, reciprocal holdings, shareholders' agreements The role of voting advisors.

Ownership structure and contestability of control. Solicitation of voting proxies.

The regulation of the takeover bid.

Going private and delisting.

Golden shares.

The meeting between finance and the internet: lending and equity crowdfunding. General description of the phenomenon, in its comparative evolution and in its various types. The European Regulation. Consob regulations and the listing of portals.

Readings/Bibliography

• Costi, Il mercato mobiliare, Giappichelli, dodicesima ed. (a cura di Gilotta), 2020, chapters: 1, 2, 3, 5, 6, 7, 8
• Lamandini, Ramos Munoz, L’emittente digitale, offprint disponibile su Virtuale
• Slides posted on Virtuale
• Other materials posted on Virtuale

Teaching methods

Lectures with slides and additional teaching material available on Virtuale. The use of these materials in study and preparation for examination is to be considered as complementary and not substitute for the use of the manuals indicated.

There will be testimonies of experts.

Assessment methods

Written exam, multiple choices.

The exam is 30-minutes long.

It is composed of 30 multiple-choice questions.

Each question has 4 possible answers, of which only one is correct.

Each correct answer is worth 1 point. Wrong or missing answers do not entail any penalty.

Those who obtain a mark equal or greater than 18/30 pass the exam.

To subscribe to the exam, you must sign up using the AlmaEsami application, with due regard for the deadlines provided. Those who failed to sign up by the due date are required to report in a timely manner (and in any case before the official closing of the enrollment lists) the problem with the teaching secretariat.

Teaching tools

Slides, notes and judgments available on Virtuale.

Office hours

See the website of Francesca Pellegrini