37296 - COMMERCIAL LAW

Conoscenze e abilità da conseguire

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.

Contenuti

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

12. Corporate reorganizations

 

Testi/Bibliografia

 

Kraakman, Armour et Al., The Anatomy of Corporate Law, Oxford University Press, 3rd Edition, Chapters from 1 to 7.

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

Metodi didattici

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.

In November/December 2018 some of the students who will have scored at least 24 on the first mid term exam will be given the chance to form a team and make a class presentation of one or more judicial cases so as to earn bonus points.

Bonus points will be added to the average grade resulting from first and second partial exam grades.

Modalità di verifica e valutazione dell'apprendimento

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

The first partial exam, which will be held in November 2018, will be based on Chapter 1, 2 and 3 of the textbook "The Anatomy of Corporate Law" as well as on all slides and other materials made available on Moodle as of the date of the exam.

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

The second (and last) partial exam, which will be held in December 2018 and February 2019, will be based on Chapters from 4 to 7 of the above mentioned textbook as well as on all slides and other materials made available on IOL as of date of the exam (except for the judicial cases that are part of optional assignments).

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

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 partial exams are available to second-year students and exchange students only. Third-year students and beyond are allowed to take full exams only.

Full exams (December 2018 onwards) will be based on the whole course program and all the relevant materials (presentations, slides, textbook chapters and/or additional readings, except for the judicial cases that are part of the optional assignments).

Full exams will consist of multiple-choice questions and open questions.

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

 

Strumenti a supporto della didattica

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

Orario di ricevimento

Consulta il sito web di Alessandro Pomelli