Insegnamento a.a. 2025-2026

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 the relevant rules and principles of corporate law, along with their underlying economic and policy rationales
• 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.
• Predict how laws and legal rules shape the behavior of corporate actors and market participants.
• Interpret and evaluate judicial decisions and regulatory actions in light of underlying policy goals.

• 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, group projects carried out in class, and continuous assessment.

These components will test students’ ability to analyze why and how legal rules influence corporate behavior. The written exam will assess—among other things—whether students have internalized the logic underlying legal rules and understood how these rules shape the incentives of key corporate actors (e.g., directors, shareholders).

The relevant materials will be posted on Blackboard.

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