Insegnamento a.a. 2024-2025

The main topics covered include:

- The process of incorporation 

- Regulatory competition in US and in the EU

- Limited liability and the protection of creditors

- Financing the corporation (shares and bonds)

- Models and composition of the board of directors 

- Gender quotas

- Codetermination

- The duties of corporate directors

- Shareholder litigation

- M&As and hostile takeovers

- Financial gatekeepers (auditors, credit rating agencies, etc.)

- Green corporations (ESG ratings, Net Zero corporations, etc.)

- Insider trading

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

• Understand why and how the law shapes the actions of key corporate actors
• Explain relevant rules and principles of corporate law and the underlying economic and policy considerations.
• Recognize similarities and differences in the rules and principles governing corporate law matters in different jurisdictions.

• Solve actual and hypothetical corporate law problems that have an international dimension.
• Analyze corporate law statutes and case law.
• Compare corporate law rules and practices in selected jurisdictions.
• Elaborate legal strategies for corporate transactions.

• Lectures
• Practical Exercises
• Collaborative Works / Assignments
• Interaction/Gamification

In addition to face-to-face lectures, the course includes collaborative work and assignments that will help students understand how and why corporate law affects corporate conduct. Group assignments will address important issues such as the defensive measures that directors can adopt in the face of a hostile takeover and the duties of directors towards various stakeholders. Practical exercises will be used to help students think about how to achieve certain outcomes given the existing laws. Students will also be asked to participate by filling out anonymous surveys that will help shape class discussions   

There will be a written exam and group projects carried out in class.

Both the written exam and the group projects will test students' ability to think about why and how legal rules influence corporations. The written exam will assess whether students have internalized the logic behind legal rules and have understood how these rules shape the incentives of key corporate actors (directors, shareholders, etc.)

The textbook for this course is: Marco Ventoruzzo and others, Corporations: A Comparative Perspective (International Edition) (West Academic Publishing, 2017).