37296 - Commercial law

Course Unit Page


This teaching activity contributes to the achievement of the Sustainable Development Goals of the UN 2030 Agenda.

Gender equality Decent work and economic growth Reduced inequalities Responsible consumption and production

Academic Year 2021/2022

Learning outcomes

The course aims at providing the student with a key knowledge of Italian and European Union laws regulating the financing and exercise of business activities on a small, medium and/or large scale. At the end of the course the student is expected: - to become familiar with the legal structure and functioning of private and public companies as well as of securities and capital markets; - to understand the role of corporate and securities laws and capital markets in the financing and efficient functioning of the firm; - to become acquainted with the legal and contractual strategies aimed at reducing agency problems among the firm's managers, owners and other stakeholders; - to understand the economic and social importance of protecting intellectual property rights and preserving a fair competition among the firms.

Course contents

1.Introduction to corporate law

2. Defining legal and economic features of a corporation

3.Sources and goals of corporate law

4.Forces shaping corporate law

5. Agency problems affecting the corporation

6. Legal strategies used to mitigate the agency problems

7. Protection of shareholders as a class

8. Protection of minority shareholders

9. Protection of creditors

10. Protection of other non-shareholder constituencies

11. Related-party transactions




Kraakman, Armour et Al., The Anatomy of Corporate Law, Oxford University Press, 3rd Edition, Chapters from 1 to 6.

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

Teaching methods

Each lecture will be dedicated to a specific topic. After introducing the topic and pointing out all relevant issues pertaining thereto, the lecturer will invite the class to actively participate and debate.

Assessment methods

Written examinations in the form of partial exams and full exams.

The first partial exam will be based on Chapter 1 and 2 of the textbook "The Anatomy of Corporate Law" as well as on all slides and other materials made available on Virtuale as of the date of the exam.

The first partial exam will consist of multiple-choice questions only.

The second (and last) partial exam will be based on Chapters from 3 to 6 of the above mentioned textbook as well as on all slides and other materials made available on Virtuale as of date of the exam.

The second partial exam will consist of multiple-choice questions only.

The grade obtained on the first partial exam will contribute 50% to the final grade to the extent that the student has scored no less than 18.

Please note that the partial exams will be available to second-year students and exchange students only. Third-year students and beyond will be allowed to take full exams only.

Full exams will be based on the whole course program and all the relevant materials (presentations, slides, textbook chapters and/or additional readings).

Full exams will consist of multiple-choice questions only.

Students will be allowed to reject passing grades obtained on partial exams and full exams without restriction.

Teaching tools

Slides and reading materials will be made available before each class.

Office hours

See the website of Alessandro Pomelli