COMPARATIVE BUSINESS LAW

The course introduces students to the foundations and the evolution of business law, from a comparative and international perspective. The goal of the course is twofold: on the one hand, it aims to equip students with legal and economic tools to understand the functioning and the organization of modern commercial companies in the global framework, by also addressing selected key business and corporate law issues; on the other hand, it aims to develop student ability to critically analyze ongoing global challenges for businesses (e.g. digitization and sustainability), from a comparative and international perspective.

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Knowledge and understanding: through participation to lectures, students will acquire knowledge of the fundamental institutions of business law, from a comparative an international perspective, with a specific focus on the main issues related to the businesses’ activity on the market within a global framework and the structure and the functioning of modern commercial companies. Students will also get acquainted with the main similarities and differences among the models and rules of various legal systems. Ability to apply knowledge and understanding: The course also aims to develop a critical understanding of the interpretation and application of business law before crucial events in the life of a businesses, as well as before global challenges, such as digitization and sustainability. Students will use the comparative law method and the functional approach to identify, with regard to a given problem, similar or different legal solutions in various legal systems. Such skills are verified through exams, intermediate tests, discussions in class, case studies and group exercises. Making judgements: the method acquired during the course allows students to identify data and materials relevant to the analysis of the legal sources of business law and to evaluate critically the different doctrinal and jurisprudential orientations regarding each institution studied. Students will be able to critically analyze and discuss the key issues in business law, as well as the mail current global challenges for businesses. Communication skills: at the end of the course students are able to use, with reasonable precision, the technical and legal vocabulary of business law in relation to the issues studied. Through the participation in the various activities of the course students will learn to put into practice these communicative skills, written and oral, in different contexts, adapting the vocabulary to the target audience, acquiring rhetorical and argumentative skills useful for their professional career in a judicial and extrajudicial, national and supranational context. Lifelong learning skills: At the end of the course, students will acquire the knowledge and skills to independently solve problems in dynamic contexts and develop critical positions. The course also allows students to develop the legal methodology to assess facts in light of legal norms and related case-law, in order to continue to deepen autonomously the topics studied and undertake the post-graduate training courses.

After an introduction to the goals and the functions of Business Law from a comparative and international perspective, the course will analyze the main issues related to (i) the businesses’ activity on the market within a global framework (with a special focus on intellectual property and competition law) and (ii) the structure and the functioning of modern commercial companies. The first part of the course will focus on (i) the ownership and the exploitation of exclusive rights (including copyright, patent and trademarks) by businesses and (ii) the concept of competition among undertakings and businesses' anticompetitive conducts around the world. To this end the course will provide an overview of the principles, the sources and the institutions of Intellectual Property Law and Competition Law, with a focus on the main legal concepts from a comparative perspective. The second part of the course is designed to describe the evolution, the legal sources and the goals of corporate law from a functional perspective, by also underlying the main patterns in corporate law and governance systems. Then the course will focus on a selection of core corporate governance issues, by examining the solutions provided by the major legal systems to the conflicts of interest among corporate constituencies. During the course selected issues and solutions to some of the challenges that businesses are facing in the global context will be critically analyzed, also through exercises and case studies.

Part I - The Oxford Handbook of Intellectual Property Law, R. Dreyfuss, J. Pila (eds.), Oxford University Press, 2018, selected chapters: 1 (only §1-5), 8, 17 (only §1-7), 18, 19 (only §1-2.3) - Competition Law and Antitrust, D.J. Gerber (ed.), Oxford University Press, 2020, Parts I, II, III. Part II - R. Kraakman et. Al. (eds), The Anatomy of Corporate Law: A Comparative and Functional Approach (3rd edn), Oxford University Press, 2017 (selected chapters: 1, 2, 3 (only pp. 50-77), 4 ( only pp. 79-89 and 100-105)). - M.Ventoruzzo et al., Corporations: A Comparative Perspective International Edition, West Academic Publishing, 2017 (selected chapters: 1, 2 (only pp. 29-34), 5 (only pp.219-261); 6 (only 267-204)) - T. Clarke, International Corporate Governance, 3rd Edition, Routledge, 2024 (selected chapters: 1, 8, 9) Students may find the materials mentioned above in paper and/or digital format at the LUISS Guido Carli library. Further readings and materials (including slides) will be indicated and/or provided during the course and listed in the Luiss Learn Platform.

Frontal teaching, case studies, interactive discussions, practical exercises (e.g. group works) and seminar series on selected topics with the participation of experts and key figures. Students’ participation during lectures and group exercises is encouraged and could be considered in the final assessment (up to 10% for the final evaluation). Further details will be provided during the course.

The final evaluation will consist of an oral exam.The oral exam will consist of a critical discussion on the subject matter of the course. The final grade, expressed in thirtieths, will be assigned, by taking into account the following criteria: the knowledge and understanding of the fundamental notions and principles of the matter, the appropriate use of the technical and legal vocabulary, and the ability to apply the comparative law method. The distinction could be granted in case of achieving the maximum grade in each question, in addition to the ability to correctly use the legal lexicon and the legal reasoning. A detailed explanation of the final exam will be provided also during the first class. Participation in classroom is encouraged. Participation within team working can be positively evaluated (up to 10%). An intermediate verification of the preparation of the students attending the course is possible after the end of the first part of the course. It will consist of a written exam. The grade obtained in the midterm exam will be taken into account for the final grade. However, the attribution of the final grade will take place only at the end of the course through the final exam. 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

Course attendance and successful completion of the exam