Insegnamento a.a. 2010-2011

Go to class group/s: 31

CLMG (6 credits - II sem. - OP  |  IUS/04) - M (6 credits - II sem. - OP  |  IUS/04) - IM (6 credits - II sem. - OP  |  IUS/04) - MM (6 credits - II sem. - OP  |  IUS/04) - AFC (6 credits - II sem. - OP  |  IUS/04) - CLAPI (6 credits - II sem. - OP  |  IUS/04) - CLEFIN-FINANCE (6 credits - II sem. - OP  |  IUS/04) - CLELI (6 credits - II sem. - OP  |  IUS/04) - ACME (6 credits - II sem. - OP  |  IUS/04) - DES-ESS (6 credits - II sem. - OP  |  IUS/04) - EMIT (6 credits - II sem. - OP  |  IUS/04)

Course Director:
PATRICK O'MALLEY

Course Objectives

This course has three goals. The first goal is to provide students with a comparative overview of selected business law topics. The focus of comparison is on selected problems that students are most likely to encounter in international commercial and cross-border business transactions involving foreign companies or domestic companies doing business abroad. While lessons use a comparative approach, discussions focus on distinctions between the U.S. common law and Continental European systems. A second goal of the course is to make students more familiar with reasoning methods of international and particularly common law lawyers and businesspersons, in contrast to that of traditional civil law systems. This methodological component is essential to understanding the differences between systems, but also provides a basis from which new substantive legal issues can be explored and understood during future professional activities. Finally, the course provides some basic cross-cultural business skills training. Students have an opportunity to apply the substantive law learnt though in-class debate and liberal questioning of the professor.

Course Content Summary

 

• General Introduction: Methodologies of comparative studies and comparisons of legal methodologies.
• Business Organizations: forms and formation of business enterprises.
• Corporate corruption/bribery: comparative look at laws, practices and enforcement actions regarding cross-border business-related corruption.
• Capital markets and securities regulation systems in the US and the EU, including dual-listings and private placements of securities
• Insider trading and market abuse.
• Corporate governance law/regulations in the US and around the EU over the last decade.
• Legal issues relating to structuring and implementing international Joint Venturs (JVs).
• Litigation and other private enforcement efforts under corporate securities laws

Detailed Description of Assessment Methods

One compulsory written exam (at the end of the semester) consisting of several essay questions.

Textbooks

The following textbook will be used as a point of reference by the instructor

• The Anatomy of Corporate Law. A Comparative and functional approach", Kraakman, et al. 2d ed. Oxford University Press, 2009
• Selected excerpts from law journals, articles and treatises may be made available on e-Learning, along with the slides for the course

Exam textbooks & Online Articles (check availability at the Library)

Last change 11/03/2011 12:36