20215 - INTERNATIONAL COMPARATIVE BUSINESS LAW
CLMG - IM
Department of Legal Studies
Course taught in English
Course Director:
MARCO VENTORUZZO
MARCO VENTORUZZO
Course Objectives
The course deals with business organizations, their internal structure and their relationships with third parties, focusing in particular on corporate law and securities regulation. The course also deals among other things, with related corporate governance issues such as intellectual property rights management, competition law, contracts law and negotions, Corporate Social Responsibility (CSR) and, internetional business/commercial litigation and arbitration. The modern corporation is the foundation of the global economy. A sound understanding of the rules governing the corporate structure, its relationships with third parties, and the markets on which it operates are an essential part of the professional tools of managers and practitioners alike. The course analyzes, from a comparative US-EU/common law-civil law legal point of view, all the major events in the life of a corporation, from its formation to its governance, from its financial structure to the negotiation of deals such as mergers and other business combinations. It also focuses on major legal risk areas for both public and/or private enforcement, such as insider trading and corruption/bribery rules. In light of the relevance of multinational corporations doing business in different jurisdictions, the course adopts a comparative and international perspective, focusing, however, in particular on US and European corporate governance and business-related laws.
Course Content Summary
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Legal basis and development: Agency and Partnerships Law.
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Formation of the Corporation: The Incorporation Process.
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Limited Liability and its Exceptions: Piercing the Corporate Veil.
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Corporate Governance: Shareholders’ Powers and Protections.
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Directors and Officers. Fiduciary Duties. Executives’ Compensation Directors’ Liability.
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Shareholders’ Litigation: Derivative Actions and Class Actions.
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Fundamental Changes: Amendments to the Articles of Incorporation and Bylaws.
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Securities Offering and Prospectus Liability.
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Tender Offers and Hostile Takeovers. Defensive Measures.
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Mergers and Spin-Offs.
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Insider trading (dealing).
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Business/commercial litigation and arbitration.
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International joint ventures.
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International contracts practises.
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Corporate corruption issues globally.
Detailed Description of Assessment Methods
The final grade is based on a written, two-hour, examination consisting of several "real life" business law problems to solve from a comparative legal approach.
There maybe the option to carry out a group presentation for extra-credit. More information about this and the exam approach are provided in class.
Textbooks
Additional readings (cases, articles and books’ excerpts) are made available by the Instructor in due course.
Last change 08/07/2014 09:15