20215 - INTERNATIONAL COMPARATIVE BUSINESS LAW
CLMG - IM
Course taught in English
This course offers a basic but in-depth understanding of the legal structure and characteristics of the modern business corporation, examined in a comparative and international perspective. With the aim of providing students with the legal and economic background necessary to understand and actively participate in some of the most crucial events in the life of a corporation, the course addresses a selected number of corporate law issues, through a combination of lectures and class discussions of actual and hypothetical cases.
After a brief introduction on the basics of comparative and international corporate law, topics include the incorporation process, limited liability, the financial structure of the corporation, principles of corporate governance (including shareholders' powers and directors' fiduciary duties), M&As and other business combinations, going private transactions, tender offers and hostile takeovers, insider trading.
While having a comparative and international dimension, the course primarily focuses on the US legal system, on the one hand, and European Countries, on the other hand.
- Introduction to Comparative Corporate Law.
- Choice of law and regulatory competition.
- Incorporation and veil piercing.
- Financing the corporation. classes of Sshares and bonds.
- Corporate governance. Models and composition of the board. Powers of Directors vs Shareholders.
- Directors' liability and fiduciary duties. Duty of care. Duty of loyalty.
- Shareholders' litigation.
- Shareholders' agreements. Share transfer limitations. Voting agreements.
- Mergers and acquisitions. Cash-out mergers and sales of all the assets.
- Takeovers. Mandatory tender offers. Defensive measures.
- Insider trading.
- International corporate litigation and arbitration.
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.
- M. Ventoruzzo et al., Comparative Corporate Law, West Academic Publishing, 2015. It is available at Egea bookstore.