Obiettivi Formativi

The course is taught in English. The course will explore the main issues which arise in the field of company law in the framework of the European Community legal order. To begin with, the right of establishment of companies within the Internal Market, as guaranteed by the EC Treaty, will be examined. Special consideration will be given to the role of the European Court of Justice case-law in this area. The focus will then be placed on the harmonisation process as a means to avoid regulatory competition (also called Delaware effect) among the Member States. The study of the Community legislation in the field of company law will be carried according to the following sectors of intervention: formation and activity of companies; structural operations and corporate accounting. After that, the Community instruments for cross-border economic activity will be examined (European Economic Interest Grouping; European Company; European Cooperative Society). Lastly, the future developments of European Company law will be discussed, on the basis of the Commission’s 2003 Communication on the modernisation of company law.

Learning Goals

The course is taught in English. The course will explore the main issues which arise in the field of company law in the framework of the European Community legal order. To begin with, the right of establishment of companies within the Internal Market, as guaranteed by the EC Treaty, will be examined. Special consideration will be given to the role of the European Court of Justice case-law in this area. The focus will then be placed on the harmonisation process as a means to avoid regulatory competition (also called Delaware effect) among the Member States. The study of the Community legislation in the field of company law will be carried according to the following sectors of intervention: formation and activity of companies; structural operations and corporate accounting. After that, the Community instruments for cross-border economic activity will be examined (European Economic Interest Grouping; European Company; European Cooperative Society). Lastly, the future developments of European Company law will be discussed, on the basis of the Commission’s 2003 Communication on the modernisation of company law.

Metodi didattici

Traditional - Frontal lectures

Teaching Methods

Traditional - Frontal lectures

Prerequisiti

The course is taught in English. Familiarity with Business Law and Private "economic" Law.

Prerequisites

The course is taught in English. Familiarity with Business Law and Private "economic" Law.

Verifiche dell'apprendimento

The acquisition of learning outcomes is controlled with a final oral examination. The exam consists of a set of questions relating to fundamental parts of the program. The candidate must demonstrate an appropriate level of knowledge and understanding, critical maturity, the skill to solve specific legal problems and correct communication skills (particular attention will be given to the appropriate use of technical terms). The acquisition of learning outcomes is assessed by numerical rating (18/30 – 30/30).

Assessment

The acquisition of learning outcomes is controlled with a final oral examination. The exam consists of a set of questions relating to fundamental parts of the program. The candidate must demonstrate an appropriate level of knowledge and understanding, critical maturity, the skill to solve specific legal problems and correct communication skills (particular attention will be given to the appropriate use of technical terms). The acquisition of learning outcomes is assessed by numerical rating (18/30 – 30/30).

Programma del Corso

The course is taught in English. 1: The Core Features of Company Law 2: Corporate Personality 3: Limiting Liability and Channelling Creditors' Claims 4: Limited Liability: The Limits of Creditor Self-help 5: Centralized Management I: Empowering Shareholders in Widely Held Companies 6: Centralized Management II: Directors' Duties 7: Centralized Management III: Setting the Board's Incentives 8: Majority and Minority Shareholders 9: Shareholder Control 10: International Company Law

Course Syllabus

The course is taught in English. 1: The Core Features of Company Law 2: Corporate Personality 3: Limiting Liability and Channelling Creditors' Claims 4: Limited Liability: The Limits of Creditor Self-help 5: Centralized Management I: Empowering Shareholders in Widely Held Companies 6: Centralized Management II: Directors' Duties 7: Centralized Management III: Setting the Board's Incentives 8: Majority and Minority Shareholders 9: Shareholder Control 10: International Company Law