Insegnamento a.a. 2025-2026

After a brief introduction on the basics of comparative and international corporate law, topics include: 

      1. Foundations of Corporate Law 

      2. Agency Problems and Governance Mechanisms 

      3. Fiduciary Duties and Judicial Review 

      4. Duty of Loyalty and Conflict Management 

      5. Duty of Care and Oversight Liability 

      6. Shareholder Litigation Architecture 

      7. Mergers and Acquisitions Framework 

      8. Takeovers, Defenses, and Revlon Duties 

      9. Securities Regulation and Market Integrity 

      10. Creditor Rights and Capital Structure Constraints

• Understand the legal nature of the corporation, the reasons for its separate legal personality, and the role of charters, bylaws, and shareholder agreements. 
• Explain the economic and legal foundations of the agency problem and the mechanisms used in corporate law to mitigate agency costs (shareholder voting, fiduciary duties, litigation). 
• Distinguish between the duty of care and the duty of loyalty, understand the standards of conduct and review, and assess how doctrines such as the Business Judgment Rule and Entire Fairness operate. 
• Describe the structure and procedural framework of shareholder litigation, including direct vs. derivative suits, demand futility, and special litigation committees. 
• Identify and analyse the main forms of Mergers & Acquisitions, their regulatory requirements, approval processes, and fiduciary duty implications. 
• Understand the fundamentals of U.S. securities regulation, including disclosure requirements, antifraud rules (10b-5), insider trading theories, and enforcement mechanisms. 

• Apply agency theory and fiduciary duty doctrines to evaluate managerial decisions, board conduct, and potential conflicts of interest in concrete factual scenarios. 
• Assess whether a corporate transaction is likely to receive Business Judgment Rule or Entire Fairness review, and predict litigation outcomes based on the standards developed in case law. 
• Evaluate M&A structures, and identify their legal, strategic, and fiduciary implications, including appraisal rights and deal protection mechanisms. 
• Assess the legality of trading behaviour under Rule 10b-5, classify, and identify liability risks for insiders, tippees, and intermediaries. 
• Understand the rationale behind corporate transactions. 
• Solve actual and hypothetical corporate law problems that have an international dimension. 
• Compare selected corporate law rules and practices in the U.S. and in the EU. 
• Elaborate legal strategies for corporate transactions. 

• Lectures
• Practical Exercises
• Interaction/Gamification
• Competitions/Hackathons

This course is taught through a combination of lectures and class discussions based, inter alia, on selected case law and articles. Students must read the assigned materials before class and be prepared to participate in class discussions. In order to allow students to develop critical, analytical and practical skills, actual and hypothetical cases also are analyzed in class, and occasionally short exercises, such as drafting a contractual clause or structuring a corporate transaction, might be assigned and completed in class. 
 

Students may also volunteer to form groups in order to participate in group presentations. Group presentations consist in the discussion of a legal issue. Group members can earn up to 2 points for the presentation, which will count toward the final grade. 

In order to evaluate the achievement of the above-mentioned learning outcomes, the grade for the course is based on a final written exam aimed at assessing the ability of students to explain the concepts covered during the course and solve hypothetical problems by identifying the relevant issues and providing appropriate legal arguments. 

• The textbook for this course is: Holger Spamann, Scott Hirst, Gabriel Rauterberg, Corporations in 100 Pages, 2022. 
• Additional materials are uploaded on the Blackboard platform during the course.