37296 - COMMERCIAL LAW

Conoscenze e abilità da conseguire

At the end of the Teaching Activities related to the course Commercial Law, students will count with a comprehensive understanding of the main institutions accountable for the corporations and the firms, focusing on their basic characteristics and tasks, from the moment certain commercial regulations are conceived until these same regulations and norms expire. Furthermore, students will be able to acquire and grasp the basic notions about all the different types of firms, consortiums and lobbies, in order to assess and verify how these organizations, which are widespread in the Italian Economic scenario, could be profitably used for the practice of the economic activity (principles, structures and organizations). The International approach to the course Commercial Law sets the platform for a continuous comparative evaluation between Italian commercial law and Italian Industrial legislation versus the international directives on this very field (with a special focus on EU regulation on the subject), also considering international agreements, basic concepts of commercial law and industrial law, taking into careful consideration the antitrust legislation, unfair competition and unfair practices like dumping, misleading communication, the regulation of particularities and all creative activities, regulation of know-how and of technologies as well.

Contenuti

Prof. Alessandro Pomelli’s module:

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

8. Protection of non-shareholder constituencies

Prof. Alberto De Pra's module:

1) Introduction to Competition Law. Development of competition law from the 1890 Sherman Act to the 1957 EC Treaty. Competition policy as part of the single market objective. Interaction of national and EC competition law. Relevant principles of economics: market definition, product substitutability, market power, monopoly, oligopoly, workable competition. Schools of economic thought on optimum competition policy.

2) The Framework of the EU Treaties. Role of the Council, Commission and Parliament. Regulations, Directives and Notices.

3) Collusion between undertakings (Article 101 TFEU). The general prohibition of agreements restrictive of competition. Decisions by associations of undertakings. Concerted practices. Effect on trade between Member States. Vertical and horizontal agreements. Consequences of breach.

4) The Rule of Reason. Block Exemptions. Criteria for exemption. Examples of individual exemption.

The block exemption system. The Block exemption regulations on horizontal agreements. Selective and exclusive distribution agreements and franchising agreements. Reform of the treatment of vertical restraints. The 2010 umbrella block exemption for vertical agreements. The Commission's Guidelines on vertical and horizontal agreements.

5) Abuse of a Dominant Position (Article 102 TFEU). Concepts of relevant market, dominance, abuse. Joint dominance.

6) Mergers. The EU Merger Regulation.

7) Competition Law Procedure. The new enforcement regulation (Regulation 1/2003)

8) Enforcement of EU Competition Law at National Level. Direct effect of EC competition law. Private enforcement before national courts. Available remedies. Preliminary references. Role of the national competition authorities.

Testi/Bibliografia

Prof Alessandro Pomelli’s module:

Kraakman, Armour et Al., The Anatomy of Corporate Law, Oxford University Press, 3rd Edition, Chapters from 1 to 4.

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

Prof. Alberto De Pra's module:

Van den Bergh, Comparative Competition Law and Economics, Edward Elgar, 2017.

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.

 

Modalità di verifica e valutazione dell'apprendimento

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

Partial exams will be three, each one weighing 1/3 toward the final grade. The first partial exam will be based on prof. Pomelli’s program, whereas the second and third partial exams will be based on prof. De Pra’s program.

Partial exams will be available to second-year and exchange students only.

Admission to the second partial exam will be conditioned on getting a passing grade (i.e. 18 or above) on the first partial exam as well as admission to the third partial exam will be conditioned on getting a passing grade on the second partial exam.

The first partial exam, which will be held in January 2019, will be based on Chapters from 1 to 4 of the textbook "The Anatomy of Corporate Law" alongside all slides and other materials made available on “Insegnamenti on-line” as of the date of the exam.

The first partial exam will consist of multiple-choice questions only. A sample exam will be made available to students before the end of the course.

The second mid-term exam (April 2019) will be based on Chapter 1 to Chapter 5 of the textbook "Comparative Competition Law and Economics" alongside all slides and other materials made available on Moodle as of the date of the exam..

The third and final mid-term exam (Summer exam session of 2019) will be based on Chapter 6 to Chapter 9 of the above mentioned textbook alongside all slides and other materials made available on Moodle as of the date of the exam..

Full exams (Summer exam session of 2019 onwards) will be based on the whole course program and all the relevant materials (presentations, slides, textbooks and/or additional readings) as indicated by Prof. Pomelli and Prof. De Pra.

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

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

Additional notice regarding Prof. De Pra's module: Students who will attend 80% of lectures will have the possibility to deliver a presentation of a legal case before the class. A successful classroom presentation will result in two additional points to the grade awarded on the third mid-term exam or, alternatively, one additional point to the grade awarded on prof. De Pra's course-based portion of the full exam.

Strumenti a supporto della didattica

Prof Alessandro Pomelli’s module:

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

Prof Alberto De Pra's module:

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

Orario di ricevimento

Consulta il sito web di Alberto De Pra

Consulta il sito web di Alessandro Pomelli