CORPORATE LAW

This course analyses the legal framework applicable to listed companies. The course makes use of the case method, through which students acquire analytical and problem-solving skills for a more advanced legal background, specifically focused on listed companies, as opposed to non-listed ones. The most important aspects of these latter’s legal framework — and of corporations more in general — are also analysed. Specific aspects that are covered include the regulatory sources, the ownership structure, the organizational and financial structure, related-parties transactions, and takeover bids. The professor will provide theoretical insights, in particular as regards the effectiveness of the rules, through the examination of the real-world cases that students are asked to solve.

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Knowledge and understanding: through participation to in-person lectures and online classes students deepen — especially through the analysis of case studies — their knowledge of Corporate Law and financial markets. The in-class work during the laboratory activities is essential for the students’ development of the ability to analyse issues and apply the relevant rules. Ability to apply knowledge and understanding: laboratories allow students to acquire an interdisciplinary background, essential to understand the rationale underlying some legal choices and their implications for the functioning of corporations in their relationship with shareholders, market authorities and stakeholders. Critical thinking: the analytic method acquired during the course allows students to achieve a high degree of autonomy in assessing legal issues related to the domains of Business Law, Corporate Law as well as the relationship between law and economics. This allows students to interpret and apply rules, which they can adapt to the specific issues raised from time to time. During the course, students are expected to develop critical thinking, problem-solving, self-management, teamwork, interpersonal and communication skills. Communication skills: laboratories allow students to acquire a high mastery of the legal terminology and to achieve significant argumentative skills. Ability to learn: the technical and legal knowledge acquired during the course allows students to understand and interpret, also autonomously, the normative developments as well as the trends in scholarship and caselaw in the field. The degree of knowledge achieved allows students to develop learning skills through which they can continue to study the subject, also autonomously, providing them the necessary toolkit for their future jobs or for the additional education path they plan to follow.

The course combines traditional lectures with more practical-oriented laboratory activities based on real-world cases. The course covers the following topics:  the evolution of corporations and listed companies up to the recent reform of the T.U.F. (2026);  regulatory sources of listed companies;  the code of corporate governance and the goal of “sustainable success”; the importance of ESG factors;  the organization of listed companies;  role of the shareholders meeting and minority rights;  election, composition and powers of the board and delegated bodies;  conflict of interests and related-party transactions;  internal audit body and external controls;  judicial controls;  financial reporting and financial statement of listed companies;  ownership structure, shareholder agreements and increased voting rights.  access to capital markets and public offers.

G.D. Mosco, Società quotate. Casebook, 2nd edition, Cacucci, 2023. For the study of legal framework analyzed in the course will be screened slides; in addition, the following textbook may be used: - M. Cera, Le società con azioni quotate nei mercati, 3rd ed., Zanichelli, 2022 In any case, an updated edition of the Italian Civil Code along with the special laws accompanying it shall always be consulted (students are encouraged to use the Civil Code edited by G. De Nova – Zanichelli).

- in-person lectures - cases studies

The final assessment will be based on the following elements: - 10%) attendance; - 25%) classroom discussion of assigned cases; - 15%) test taken in the classroom - 50%) final oral exam. Considering the use of a case method, it will also be deemed essential that students have attended classes and participated in the working groups. Students who have been approved for a non-attending status ("non-attending students") will have to take the final exam during the one examination date and/or retake sessions available. The assessment will account for 100% of the overall final grade and will be more extensive than the one for attending students. To successfully complete the exam, non-attending students are required to study all the materials and readings assigned to attending students plus all the additional materials that will be indicated by the instructor.

Having successfully passed the Corporate Law and Financial Markets exam.