Insegnamento a.a. 2022-2023

Classes: 13 (II sem.)

Instructors:
Class 13: HAO JIANG

The course offers an in-depth introduction to Private and Business Law by surveying the main issues in current legislation and practice governing individuals and business organizations. The primary aim is to deliver students the basic notions enabling them to understand, discuss and assess the regulatory framework for private and business social relations and transactions, and how regulation affects the underlying economic relationships. The course also aims at developing students’ skills to critically analyse the law and be acquainted with its economic and political dimensions. The practical goal of the course is to get students introduced to how to negotiate, manage and litigate contracts and transactions, and to how a business in the corporate form is run, as is essential to conduct businesses both domestically and internationally and understand economic policing. From the theoretical point of view, the course considers economic causes and consequences of regulations; and, while primarily focusing on the EU regulatory framework, it includes a comparative law component that helps students both better understand their own legal system(s), and think outside the box.

Private Law

We start by discussing the basic institutions of private law with a focus on contracts and torts. Then we focus on the specific doctrines and how they are applied specifically in a business setting from contractual negotiation, formation, to vitiating factors, excuses for non-performance and remedies. We will also study what are the rights protected by tort law and the basis of liabilities. Distinctions between common law and civil law will be drawn. Throughout the private law part of the course, the future business leaders and entrepreneurs will develop a basic understanding of the legal environment surrounding the businesses and the type of legal issues and risks one will have to manage in the business world in addition to the general corporate law.

 

Business Law

We mainly focus on the corporation as a legal form enabling business participants to transact easily and cost-effectively through the medium of the corporate entity. Classes cover the corporation’s core legal characteristics, in terms of legal personality, limited liability, transferable shares, delegated management under a board structure, and investor ownership. Against this fundamental backdrop, the course builds on the European regulatory framework relevant to company law to discuss the corporate structure of the firm, including the board of directors and the shareholders meeting, creditor protection, and the company’s financing.

At the end of the course student will be able to...

• Explain the basic features of private and business law.
• Understand the principles and rules governing economic activities.
• Identify the issues that can arise in contracts and business transactions and correctly address them from the practical standpoint.
• Explain the legal principles and rules relevant to private and business law.
• Summarize the main features of private, contract and corporate law.

 

At the end of the course student will be able to...

• Identify and discuss the principles and legal rules applicable to economic activities of individuals and business corporations and the rationale therof.
• Develop analytical skills.
• Solve basic legal issues that can arise in business transactions.

 

• Face-to-face lectures
• Exercises (exercises, database, software etc.)
• Case studies /Incidents (traditional, online)

 

• Lectures include in-class discussion based on short exercises and/or stylized cases on specific issues to help students familiarize with identifying and applying the relevant legal principles or rules. Class discussion is aimed at encouraging students bring their own views, develop analytical and critical thinking and understand how the topics covered during the course are applied in practice.

• Regular attendance is very highly recommended, both in order to more easily familiarize with the issues covered and the analytical tools to be employed to address them, and because taking good class notes is of great help in preparing both parts of the exam.

	Continuous assessment	Partial exams	General exam
Written individual exam (traditional/online)		x	x

Students’ assessment is based on a written exam, equally split between Private Law and Business Law (50% each of the final grade), and consisting in closed-ended and open-ended questions aimed at verifying students’ ability to:

• Describe and explain key concepts of private and business law covered during the course.
• Identify and discuss the rationale of a given principle or rule of law and its application.
• Analyze basic hypotheticals by identifying the relevant issues and come up with a meaningful solution based on the analytical tools covered during the course.

 

Students can take a partial (midterm) written exam covering the first part of the course (Private Law) and complete the written exam at the end of the course covering its second part (Business Law). The weight is: 50% for the partial exam and 50% for the end of term exam.

 

Alternatively, students can take a final, general written exam covering both parts of the course and accounting for 100% of the final grade (50%+50%, as mentioned above).

 

The detailed structure of the exam is announced at course start. No distinction between attending and non-attending students applies.

Study materials – in addition to students’ class notes which greatly help preparing for the exam – include the slide sets prepared by the instructors, the cases and or/edited notes and other materials to be uploaded to the Bboard platform, and the textbooks adopted.

 

Materials & Textbooks:

a) Private Law:

Students are responsible only for the topics discussed in the class. The materials are drawn from James Gordley, Hao Jiang, Arthur von Mehren, An introduction to the comparative study of private law, readings, cases, materials (Cambridge University Press, 2021) The book is available in the library and book store.  There will not be any slides for the private law part.  It is important that students read the assigned pages before each class.

 

b) Business Law:

Students are responsible only for the topics discussed in the class. In addition to student class notes, students are responsible for all teaching materials delivered through Blackboard, which include lecture slides, as well as notes and texts on relevant topics.