CORPORATE LAW

The course provides a systematic and practice-oriented introduction to Italian corporate law, combining conceptual foundations with jurisdiction-specific analysis. It is structured around four main blocks: (i) General framework and types of companies; (ii) Partnerships (“Società di Persone”); (iii) Capital Companies (“Società di Capitali”); (iv) Corporate groups and extraordinary transactions. The reference textbook provides the conceptual framework of corporate law, which is integrated with Italian corporate law through lectures and additional materials. The course aims to enable students to understand how corporate law operates in practice and to develop the ability to identify legal issues, interpret legal rules, and apply them in concrete corporate scenarios.

Knowledge and understanding.
 Students will acquire a comprehensive understanding of the fundamental principles of corporate law, including the structure and functioning of different types of companies, with particular focus on partnerships, capital companies, and corporate groups. Applied knowledge and understanding.
 Students will be able to identify legal issues arising in corporate contexts and apply the relevant legal rules to concrete cases, demonstrating the ability to reason as legal professionals. Making autonomous judgements.
 Students will develop the ability to critically assess legal solutions, evaluate alternative interpretations, and understand the practical implications of corporate law in business settings. Communication skills
 Students will be able to use appropriate legal terminology in English and present clear and structured legal arguments. Learning skills
 Students will acquire the ability to independently analyze legal materials and approach new corporate law problems using a structured and methodologically sound approach.

Students must have successfully completed the following courses: • Private Law; • Comparative Private Law; • Comparative Business Law. These courses provide the necessary legal foundations for understanding corporate law, including core concepts of legal reasoning, contractual structures, and comparative legal analysis.

The course covers the main areas of Italian corporate law, structured around four core blocks. The first block addresses the general framework of company law, including the notion of company, its essential elements, and the classification of company types within the Italian legal system. The second block focuses on partnerships (società di persone), examining their formation, asset structure, governance, liability regime, and the rules governing both the dissolution of the individual relationship and the dissolution of the company. The third block is dedicated to capital companies (società di capitali), with particular emphasis on the joint-stock company (S.p.A.). It covers incorporation, share capital and financial structure, shares and shareholders’ rights, corporate governance (including the shareholders’ meeting and the board of directors), internal and external control systems, financial statements, amendments to the articles of association, debt instruments, and dissolution. The block also includes an overview of limited liability companies (S.r.l.), partnerships limited by shares (S.a.p.a.), listed companies, and capital markets, as well as a brief discussion of recent developments in European company law. The fourth block examines corporate groups and extraordinary transactions, including direction and coordination within groups, the protection of minority shareholders and creditors, and the legal framework governing mergers, demergers, and transformations. It also introduces basic concepts related to acquisitions and the market for corporate control. The course combines the conceptual framework provided by the reference textbook with a systematic analysis of Italian corporate law, supported by additional materials and case-based discussions.

Mandatory textbook: Anne Lafarre, Christoph Van der Elst, Concepts of Company Law, Edward Elgar Publishing, 2025. Additional mandatory materials: Slides, legislative materials (in particular provisions of the Italian Civil Code), case law, and selected academic readings will be provided during the course and constitute an integral part of the program. Such materials will be uploaded, after each lecture, on the MyLUISS platform. Students are required to study both the reference textbook and all additional materials discussed in class.

The course is based on interactive lectures aimed at combining theoretical analysis with practical application. Classes are structured to encourage active student participation. Each lecture (except the first week) begins with a short “fresh calling” session, during which students are asked to discuss the topics covered in the previous class. The course also includes dedicated case study sessions at the end of each main block (partnerships, capital companies, corporate groups and extraordinary transactions). During these sessions, students are required to analyze practical scenarios, identify the relevant legal issues, and apply the legal rules discussed in class. Teaching is supported by slides and additional materials, which are made available on the MyLUISS platform after each lecture.

The final grade is based on a combination of a final oral exam and continuous assessment. The final oral exam accounts for 60% of the overall grade and is aimed at assessing the student’s knowledge of the subject, understanding of legal concepts, and ability to apply them to practical cases. Continuous assessment accounts for 40% of the overall grade and is composed of: • 20% based on “fresh calling” (evaluation of preparation and participation during in-class questioning); • 20% based on participation in case study sessions (evaluation of analytical skills and contribution to class discussion). Attendance is mandatory. Students who exceed 3 absences will be considered non-attending. In such cases, the continuous assessment component (40%) will be graded as zero and the final grade cannot exceed 26/30. The final mark is expressed on a 30-point scale.

The assignment of the final thesis in this subject requires that the student: • Is an attending student; • has passed the exam with a high grade; • has demonstrated active participation during lectures and case study sessions.