Private Comparative Law

Aims of the course are the following: a) introduction to the study of comparative law through the analysis of history, goals, methods and classifications usually used by comparative legal scholars; b) identification of the peculiar aspects of the main Western civil law and common law systems; c) understanding and evaluation of the similarities and differences between legal systems. The second part of the course shall be devoted to the study of comparative company law, applying the comparative devices learnt during the first part. The topic becomes quite relevant in view of the several (spontaneous or statutory) harmonization processes this area of law is undergoing.

Proper knowledge of the fundamentals of private law and company law

Knowledge and understanding: The course aims at providing knowledge of the main aspects of the main Western civil law and common law systems, in order to understand and assess similarities and differences, also by reviewing their development and the current structure of the sources of law and interpretation criteria, judicial system and the legal professions, the most significant legal institutions. With the second part of the course, becoming aware of the regulatory needs for complex business organizations, the aim shall be to provide knowledge of the main corporate mechanisms, through the comparative review of the different solutions offered by legal systems. Knowledge is acquired through the attendance of lectures, with the support of relevant case law and significant literature. Besides the lectures, there will be seminars held by guest academicians and professionals; and class exercises and presentations led by the students. Knowledge will be verified through exams, attendance of seminars, class discussion and case analysis. Applying knowledge and understanding: The student will be able to us the tools of comparative method, with special attention to the functional approach, whereas, given a certain issue, the relevant legal instruments and solutions afforded by each legal system are identified, while including them in the proper legal framework and comparing them. The student may then have a more objective appraisal of their own legal system, thus promoting circulation of legal models. Making judgments The student will become familiar with the comparative law method and with the use of methodological skills for the collection, interpretation and application of continuously evolving multilevel legal sources of the main civil law and common law systems, also with regard to specific institutions and in particular corporate law. The students will develop critical thinking, problem solving, self management, teamwork, networking and communication skills. Communication Through the activities offered during the course, the student will properly master the legal and technical vocabulary of comparative law and of the civil law and common law systems, thus acquiring further argumentative skills, which will prove to be essential for the further career development, at national or international level. Lifelong learning skills The technical and legal knowledge of comparative law and of the different legal systems will allow the student to develop proper skills to dialogue with legal scholars and professionals of other legal systems. The student will also be able to autonomously understand and interpret legislative innovations and new case law and literature relevant for specific institutions and in particular for corporate law. Such level of knowledge will allow the student to continue his or her studies independently and to apply such skills to further academic or professional training.

(i) Functions, aims and methods of comparative law Classification of different legal systems. The Western legal tradition in the main civil law and common law legal systems: sources of law; patterns of legal reasoning; interpretation of law; lawyers’ education and practice; judiciary power and courts’ organization; style of laws, courts’ decisions and scholarship contributions and their interrelations; importance of binding precedents. Review of the basic institutions in the various systems, such as, in the common law, the use of trust in commercial activity. (ii) Comparative company law, with a focus on the main corporate governance issues in civil law and common law systems

Part (i) Zweigert, Konrad and Hein Kötz. An Introduction to Comparative Law. 3rd rev. ed. Oxford: Clarendon Press, 1998. https://tinyurl.com/yh5wldjy (Paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 13, 14, 16, 17, 18) Koch, Sören, Jørn Øyrehagen Sunde, Knut Einar Skodvin, and Jørn Øyrehagen Sunde. Comparing Legal Cultures. Bergen: Fagbokforlaget, 2017. https://tinyurl.com/yh4bg86e (Chapter "A legal cultural 'take' on the legal system of England & Wales", pp. 27-86 - Chapter "An introduction to French legal culture", pp. 131-170 - Chapter "An introduction to German legal culture", pp. 171-213) Part (ii) Kraakman, Reinier H., Sofie Cools, Gen Gotō, and Reinia Kurākuman. The Anatomy of Corporate Law: A Comparative and Functional Approach. Third ed. Oxford: Oxford University press, 2017. https://tinyurl.com/yehlseth (Chapters 1, 2, 3) Suggested reading (not mandatory): Bruno, Sabrina and Eugenio Ruggiero. Public Companies and the Role of Shareholders: National Models Towards Global Integration. Vol. 8.8. London;The Hague: Kluwer law international, 2011. https://tinyurl.com/yf6ukgun (Introduction, Ch. 1, 3, 4, 5) Further specific reading materials (articles and cases) will be suggested and made available during the course: they will be discussed in class during student-led seminars.

Traditional lecturing. Attendance is necessary. Students will be required to lead and discuss seminars based on articles and cases

During the oral exam the student will be required to show that he/she knows and understands notions and principles dealt with during the classes and that he/she is able to apply them to practical cases. The student is expected to be able to independently analyse sources and relevant theories the legal systems and the corporate mechanisms dealt with during the classes and to use the appropriate technical and legal vocabulary, thus proving that he/she has acquired the study method and the learning ability for carrying on, also independently, further study of the matter. The following evaluation criteria will be taken into account to assign the final grade, expressed in thirtieths: - knowledge and understanding of the notions and principles of the matter and ability to apply them to concrete cases (75%); appropriate use of the technical and legal vocabulary, ability to analyse and evaluate relevant sources and acquisition of the study method (25%). Learning gaps concerning one or more notions or principles will lead to an insufficient evaluation, even in presence of a basic knowledge of the matter. Students' presentations during the course will be part of the assessment, notwithstanding the fact that the final vote will be assigned at the final exam which will be held at the end of the course, according to the above said method

Final papers will be assigned with regard to issues carrying specific relevance in the current international academic environment. Topics to be agreed with the students, according to their areas of interest and their command of the language required for the research activities