Insegnamento a.a. 2026-2027

21129 - FINANCIAL MARKETS REGULATION - LISTED CORPORATIONS

Department of Law

Course taught in English

Go to class group/s: 31

Course Director:
MARCO VENTORUZZO

Classes: 31 (I sem.)

Instructors:
Class 31: MARCO VENTORUZZO

Suggested background knowledge

It is recommended that students have a good knowledge of company law and of the main concepts of civil law in order to attend the course successfully.

Mission & Content Summary

MISSION

The course addresses the EU regulation of financial markets and of listed companies. Financial markets are affected by specific market failures, information asymmetries, agency problems, externalities and cognitive biases that justify public intervention where private ordering and general civil and commercial law rules are not sufficient to ensure efficiency. The course explains how financial regulation seeks to respond to these failures through disclosure duties, licensing and conduct of business rules, and corporate governance requirements, while also highlighting that regulation is, in turn, subject to its own failures and trade-offs. The course focuses in particular on the position of listed companies as issuers: how they access capital markets, how they are subject to disclosure and governance requirements, and how markets are used to affect issuers’ control and governance, including through takeover bids. The course thus combines the analytical study of EU rules with the development of the method of legal analysis that is characteristic of business law disciplines, enabling students to place the relevant legal categories within the broader legal system and to understand the rationale of the rules and the interests they protect. The course pursues both theoretical and practical purposes, and represents an essential part of the cultural and technical background of any professional who, from different angles and perspectives, deals with financial and business law i

CONTENT SUMMARY

Foundations of EU financial markets law: the Treaties, internal market freedoms, and the evolution of EU legislation
Fundamentals and rationale of financial regulation; market failures and the EU regulatory toolbox
Sources of EU financial law: Treaties, secondary legislation, technical standards, soft law, case law
The EU supervisory architecture: ESFS, ESMA, EBA, EIOPA
The Capital Markets Union, the Retail Investment Strategy and the Savings and Investments Union
MiFID II: financial instruments, investment services, client protection rules
Trading venues, market transparency
Collective investment undertakings: UCITS, AIFMD, ELTIF and related regimes and prudential regulation of investment firms
Market infrastructure: EMIR, CSDR, SFTR
The Prospectus Regulation and access to capital markets
The Transparency Directive, the Short Selling Regulation, and the Shareholder Rights Directive II
Governance of listed companies [readings to be confirmed]
Shareholder protection and related-party transactions [readings to be confirmed]
The Takeover Bids Directive
Market abuse: inside information, insider dealing, market manipulation
Sustainable finance and ESG: Taxonomy Regulation, CSRD, SFDR

Intended Learning Outcomes (ILO)

KNOWLEDGE AND UNDERSTANDING

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

Define and explain in detail the rules governing financial markets and listed companies under EU financial markets law, using correct technical terminology and demonstrating awareness of the legal institutions involved.
Understand the rationale of the rules and the interests they protect.

APPLYING KNOWLEDGE AND UNDERSTANDING