The course aims to provide a systematic and up-to-date overview of financial market law, with a particular focus on the regulation of listed companies in light of recent amendments to the Consolidated Law on Finance. 
The course delves into the principles and rules of corporate governance, focusing on how the shareholders’ meeting operates, the role of the administrative body, and the system of controls, including internal oversight functions. The course will cover the protections afforded to minority shareholders, the regulation of transactions with related parties, investor relations, and the MAR regulation.  

The course will cover the following topics in depth:

• Corporate governance: the shareholders’ meeting 
• Shareholder agreements and related disclosure and publicity requirements 
• Corporate governance and management rules 
• The administrative body: its functioning and composition. The Board of Directors list. 
• Organizational structures in listed companies 
• The system of controls: the role of supervisory bodies and internal functions 
• Protecting minority interests 
• Regulation of transactions with related parties 
• The remuneration policy 
• The relevant concepts of control under Article 93 of the Consolidated Law on Finance 
• Tender offers and exchange offers 
• “Dialogue with shareholders”; the MAR regulations 
• Financial statements of listed companies; corporate purpose and sustainability in a listed joint-stock company 
• Regulations for newly listed companies 
• The system of sanctions and “commitments” with the Supervisory Authority 
• Criminal law aspects

 Director: Umberto Tombari, Full Professor of Commercial Law at Luiss. 

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