Insegnamento a.a. 2025-2026

The main topics covered include:

- The functional chacarteristics of corporations

- Regulatory competition in US and in the EU

- Limited liability and the protection of creditors

- Financing the corporation (shares and bonds)

- Structure, composition and functions of the board of directors 

- DEI and corporate governance

- Workers role in corporate governance

- The duties of corporate directors

- Shareholder litigation

- M&A and hostile takeovers

- Gatekeepers (auditors, credit rating agencies, etc.)

- Climate change and corporate governance

- Insider trading

• Understand why and how the law shapes the actions of key corporate actors
• Understand relevant rules and principles of corporate law, the underlying economic and policy considerations and corporate lawyers' role in corporate governance and M&A.
• Recognize similarities and differences in the rules and principles governing corporate law matters in different jurisdictions.

• Solve actual and hypothetical corporate law problems.
• Analyze corporate law statutes and case law.
• Elaborate legal strategies for corporate transactions.
• Coordinate and successfully interact with legal counsel wihtin the framework of corporate governance and complex deals.

• Lectures
• Guest speaker's talks (in class or in distance)
• Practical Exercises
• Collaborative Works / Assignments
• Interaction/Gamification

In addition to face-to-face lectures, the course may include talks by practitioners and collaborative work and assignments that will help students understand how and why corporate law affects corporate conduct. Group assignments may be used to 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 may be used to help students think about how to achieve certain outcomes given the existing laws. Students may 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.).

A reading list will be provided ahead of the start of classes, with possible integrations during the course.