The course aims to provide students with a rigorous understanding of the legal frameworks through which capital is organized, allocated, and protected in an increasingly interconnected global economy. It is structured in two complementary parts. The first part introduces students to the corporation as the principal legal and organizational vehicle through which investment is mobilized, allocated, and governed in contemporary market economies, with particular attention to the interactions between legal systems, corporate governance, and capital allocation. The second part expands the analysis to the domestic and international legal regimes governing cross-border trade and foreign investment, with particular emphasis on the interaction between market integration, investor protection, State sovereignty, and public regulatory authority. By the end of the course, students will: • develop an understanding of the corporation as the principal legal vehicle for organizing and channeling investment in global markets, including its core structural features and governance dynamics; • analyze how legal systems shape the allocation of capital across jurisdictions, with particular attention to investor protection, regulatory competition, and the legal and finance debate; • examine the structures of ownership and control in modern corporations, and how shareholder rights are exercised in practice; • understand the role of institutional investors and stewardship practices in contemporary corporate governance; • understand the historical development, institutional background, and principal sources of the legal frameworks governing international trade and foreign investment, including the WTO system, investment treaties, and customary international law; • assess the legal architecture of international investment law, including the notions of protected investor and protected investment, the principal standards of treatment and protection, and the operation of treaty-based dispute settlement mechanisms; • evaluate the interaction between private investment and public regulatory power at both the domestic and international levels, including foreign direct investment screening, broader trends of economic nationalism, State sovereignty, and the right of States to regulate.

By the end of the course, students will have acquired an integrated understanding of the legal frameworks governing international trade and investment, including through corporate vehicles, and of the interaction between private economic actors and public regulatory regimes in global markets. Students will be able to understand the legal foundations of the corporation as the principal vehicle for structuring investment, analyze the ways in which legal rules shape capital allocation and corporate governance, and assess the role of institutional investors in contemporary markets, and public regulatory intervention, including in the context of foreign direct investment screening. They will also be able to identify and interpret the principal sources and concepts of the international law of trade and investment, evaluate the conditions under which foreign investors and investments fall within the scope of legal protection, and critically assess the substantive standards and dispute-settlement mechanisms that define contemporary international investment law in light of broader questions of legitimacy, economic sovereignty, and the regulatory autonomy of States.

The course examines the legal frameworks through which international trade and investment are organized, governed, and protected in an increasingly interconnected global economy. It is structured in two complementary parts. In global financial systems, investment is largely channeled through corporate entities operating in equity and debt markets. According to the OECD Corporate Governance Factbook 2025, funding raised through market-based financing reached 116% of global GDP by the end of 2023. Against this background, the first part of the course examines the legal foundations of the corporate form and their role in enabling large-scale and cross-border investment. It then explores the relationship between law and capital allocation, ownership and control structures, shareholder rights, the role of institutional investors, and the interaction between private investment and public authority, including economic nationalism and foreign direct investment screening. The second part turns to the legal regulation of cross-border trade and foreign investment. It introduces the WTO framework as the institutional and normative background of contemporary international economic relations and then examines the structure of international investment law, including its historical development, principal sources, jurisdictional concepts, substantive standards of protection, and investor-State dispute settlement mechanisms. Particular attention is devoted to the tension between investment protection, State sovereignty, and the regulatory autonomy of host States.

Given the practice-oriented nature of the course, no textbook is required. For class and exam preparation, students will be expected to study the materials made available on the MyLUISS platform, including PowerPoint presentations, academic journal articles, case studies, and other relevant legal documents. Students will also be required to consult the updated versions of the relevant domestic legislation, international treaties and other legal sources, as provided or indicated throughout the course.

Classes will be based on both frontal instruction and interactive teaching (e.g., active participation and discussion).

The final assessment will be based on an oral exam. All students are automatically enrolled as attending. Those wishing to be non-attending are required to apply for a non-attending status. To do so, they shall send a written request to the instructors at the outset of the course (i.e., by the date that will be communicated in the first class by the instructors). In addition to all the materials and readings assigned to attending students, non-attending students will be required to study the additional materials that will be communicated by the instructors.

Successful completion of the course and a keen interest in the subject.