|Professor||Nicola De Luca / Ugo Patroni Griffi|
|General Discipline (SSD)||IUS/04|
|Total Lesson Hours||36|
|Course Contents||The course of European business law is aimed at students choosing a concentration in “Diritto ed economia delle imprese e dell'innovazione.” As the course will be held in English, this is also designed for Erasmus students visiting Luiss University, School of Law, for one or more semesters.|
The course aims at giving an insight into European business law and in particular into evolutionary profiles of corporate law.
Lectures basically focus on EU Directives and Regulations, and on EU case-law on corporate law. Moreover, lectures will address those issues arising in the international and comparative corporate law debate which lead or have led the EU commission to making proposals for a new (or amendment to the existing) legislation.
|Reference Books||N. de Luca, Foundations of European Company Law, Luiss University Press, 2016; or, if already available, N. de LUca, European Company Law, Text, Cases & Materials, Cambridge University Press, forthcoming|
|Course Formative Objectives||The course will strengthen the students’ abilities to use legal comparative analysis, and will provide all relevant information on the EU regulation concerning corporate law and governance. They will also take advantage of both a law and economics approach and of a traditional civil law based method of learning|
|Assessment Method||Oral examination; students will be required to react in writing to some articles read during the course, and this will award extra points.|
|Criteria For Deciding On Subject Of Final Paper||Students will be selected upon merit; students applying for an additional written essay are preferred and may develop the same essay in depth and in more details.|
|Extended Program And Reference Reading Material|
|Week 1||Lecture 1 Introduction into the course: EU law and EU business law.|
Lecture 2 The sources of EU business law: the EU Treaty, Regulations, Directives, and Case Law (EU Court of Justice decisions).
Lecture 3 The European regulation of business activities and its basic framework. Free movement of goods; free movement of services and capital. EU competition law. EU company law. EU banking, insurance and financial law.
|Week 2||Lecture 1 Right of establishment (artt. 47, 54 TFEU); Eleventh Company Law Directive (Disclosure requirements in respect of branches); Cross-border mergers (Directive 2005/56/EC on cross-border mergers of limited liability companies).|
Lecture 2 Case law.
Lecture 3 Cross-border insolvency (Council Regulation (EC) No 848/2015 of 20 May 2015 on insolvency proceedings and case law).
|Week 3||Lecture 1 Formation of a NewCo.|
Lecture 2 Case law.
Lecture 3 The EU uniform models.
|Week 4||Lecture 1 Legal capital: capital formation rules (Directive n. 2012/30/UE, on maintenance and alteration of capital).|
Lecture 2 Follows: capital maintenance rules.
Lecture 3 The EU accounting rules. The adoption of IAS/IFRS accounting principles: the fair value standard.
|Week 5||Lecture 1 Corporate Governance.|
Lecture 2 Directors and auditors.
Lecture 3 General meeting. Shareholders’ rights in listed companies.
|Week 6||Lecture 1 Protection of minorities.|
Lecture 2 Equal treatment of shareholders.
Lecture 3 Related case law.
|Week 7||Lecture 1 Capital markets.|
Lecture 2 Takeover bids (Directive 2004/25/EC of 21.04.2004 on takeover bids).
Lecture 3 Merger and division.
|Week 8||Lecture 1 Introduction to competition law, main principles of economic theory, basic concepts of competitions models|
Lecture 2 Definition of undertaking in competition law. Distinction between undertaking and public power. Case analysis on the concept of undertaking.
Lecture 3 Definition of undertaking in competition law. Distinction between undertaking and others activities. Case analysis on the concept of undertaking. Single economic entity theory. Case analysis.
|Week 9||Lecture 1 Art. 101 TFUE. Agreements, decisions and concerted practices. Case analysis|
Lecture 2 Art. 101 TFUE Horizontal and vertical agreements. Case analysis
Lecture 3 Art. 101.3 TFUE the exception to the prohibition in Art. 101.1. Application of competition law by national Authorities. Reg. 1 2003. Case Analysis.
|Week 10||Lecture 1 Art. 102 TFUE. The definition of dominant position. Case analysis.|
Lecture 2 Art. 102 TFUE. Non pricing practices. Case analysis.
Lecture 3 Art. 102 TFUE. Pricing practices. Case analysis.
|Week 11||Lecture 1 The public enforcement of art. 101 and 102 TFUE. |
Lecture 2 Leniency programs, commitments and fines. Case analysis.
Lecture 3 Mergers Control. Case analysis.
|Week 12||Lecture 1. Liberalizations. Postal services|
Lecture 2. Electronic Communications.
Lecture 3. Energy, Water and Transport.