Instructional goals
Participation is encouraged. The course seeks to deepen the study of some Business Law issues seen under their specific application to listed companies, especially through the practical and case material provided. In particular, normative sources, assets, organizational structure and financial structure of the listed companies will be studied
Prerequisites
Having successfully passed the Business Law I and II exams
Intended learning outcomes
Knowledge and understanding: through participation to in-person lectures and online classes, students deepen their knowledge, especially through the practical material and case studies, of some issues of Business Law as specifically applied to listed companies. To verify the acquired knowledge, an oral exam will be held at the end of the course and the students’ preparation will be constantly monitored through the course with exercises and discussions in class.
Ability to apply knowledge and understanding: laboratories allow students to acquire an interdisciplinary backgorund essential to operate in the areas of legal advice for companies. For the acquisition and verification of these skills, participation to lectures to exercises is essential.
Critical thinking: the analytic method acquired during the course allows students to achieve a high degree of autonomy in assessing Adanced Business Law legal problems, enabling them to interpret and apply the rules in an original way, adapting them to the specific problems. During the course, critical thinking, problem solving, self-management, teamwork, and interpersonal and communication skills are developed in order to enhance the disciplinary competencies already acquired in the Business Law I and II courses.
Communication skills: laboratories allow students to acquire a high mastery of the legal terminology, and to achieve appropriate rhetorical and argumentative skills, through which they are able to adapt the vocabulary to different contexts and interlocutors.
Ability to learn: The technical and legal knowledge acquired during the course allows the student 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 automously, and can deal with all the procedures and post-graduate examinations.
Course Contents
The course uses laboratories to study practical material and case studies relating to some Business Law issues, with particular regard to listed companies.
The course covers the following topics:
- regulatory sources of listed companies and regulatory scale;
- 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-parties transactions;
- internal audit body;
- external controls;
- financial statements and IAS;
- saving shares and financial structure of listed companies;
- capital increase and exist rights;
- ownership structure and access to capital markets.
Reference Books
“Società quotate. Casebook”, Cacucci Editore, 2023
For the study of legal institutions analyzed during the course, in addition to the readings suggested in the extended program for each topic, you can use the Textbook:
M. Cera, Le società con azioni quotate, 2nd ed., Zanichelli, 2020.
In any case, during the course, the Civil Code with the special laws in the updated edition should be consulted (we recommend the Civil Code edited by G. De Nova - Zanichelli).
Teaching Methods
Frontal teaching
- Laboratories
Assessment Method
The exam is oral. The student must show a full understanding of the principles and notions of Advanced Business Law and the institutions characterizing listed companies, as well as the ability to correctly interpret and apply the theoretical notions to the practical cases examined during the course.
The student is required to correctly use the legal vocabulary of the field, thereby demonstrating familiarity with the method of study and the learning skills necessary to continue, also independently, the deepening of the subject. The mark is on an 18-to-30 scale.
Monitoring and mid-term exams might be held to test the students’ progresses, provided anyway that the final mark will be given only during the final examination at the end of the course, in compliance with the procedures and evaluation criteria specified above.
Thesis assignment criteria
The paper may be assigned to students who have successfully passed the oral exam
Week 1
WEEK 1 – ISSUERS AND FINANCIAL MARKET
Regulatory framework and sources of law for listed companies
Chapter 1 of the Textbook + G.D. Mosco, Le società con azioni diffuse tra il pubblico in misura rilevante fra definizione, norme imperative e autodisciplina privata. Uno scalino sbeccato, da riparare in fretta, in Riv. soc.,2004, pages 863-880.
Laboratory activity: The Aicon Case.
Week 2
WEEK 2 – ORGANIZATION
The governance of listed companies: regulatory arbitrage and systems of administration and control
Chapter 5 of the Textbook + G.D. Mosco, Rafforzamento dei controlli interni e indebolimenti sistematici degli organi di sorveglianza, in AGE, 1/2006, pages 33-44
Laboratory activity: The IntesaSanPaolo Case
Week 3
WEEK 3 – THE SHAREHOLDERS' MEETING AND MINORITY RIGHTS
The substantive and procedural rights of voice and the evolving role of the shareholder meeting
Chapter 6 of the Textbook + G.D. Mosco, Commento all’art. 2380-bis, in Commentario società di capitali, G. Niccolini, A. Stagno D’Alcontres, vol. II, pages 588 ss.
Laboratory activity: the Ansaldo Case
Week 4
WEEK 4 – THE ADMINISTRATIVE FUNCTION
Board of Directors, administrative function and liability of directors in listed companies
Chapter 7 of the Textbook + G.D. Mosco, Commento all’art. 2380-bis e all’art. 2381 c.c., in Commentario società di capitali, G. Niccolini, A. Stagno D’Alcontres, vol. II, pages 588 ss.
Laboratory activity: the Parmalact-Lactalis Case
Week 5
WEEK 5 – THE MONITORING OF INDEPENDENT AND MINORITY DIRECTORS
Independent and minority directors
Chapter 8 of the Textbook + G.D. Mosco, Le regole di governance per le quotate: una risorsa o un peso?, in Imprese e investitori, Quaderni di Giur. comm, 2008, pages 41-59
Laboratory activity: the SNAI Case
Week 6
WEEK 6 – CONFLICT OF INTEREST AND RELATED-PARTIES TRANSACTIONS
Directors' conflicts of interest and related-parties transactions
G. Minervini, Gli interessi degli amministratori di s.p.a., in Il nuovo diritto delle società. Liber amicorum Gian FrancoCampobasso, 2, Torino, 2006, 581 + E. Pucci, Operazioni con parti correlate, in Digesto – Disc. priv. (sez. comm.), Aggiornamento, pages 398 ff.
Laboratory activity: The TOD'S case
Week 7
WEEK 7 – INTERNAL CONTROLS
The system of internal controls
Chapter 9 and 11 of the Textbook + G.D. Mosco, S. Lopreiato, Lo scudo e la lancia nella guerra dei subprimes: ipertrofia e perforabilità del sistema dei controlli, in AGE, 1/2009, pages 89 ff.
Laboratory activity: The Ligresti-Milano assicurazioni case
Week 8
WEEK 8 – FINANCIAL STATEMENTS AND STATUTORY AUDIT
Financial statements and international standards. Dividend increases and interim dividends
Chapter 10 of the Textbook
Week 9
WEEK 9 – EXTERNAL CONTROLS
Judicial control of management in listed companies
Chapter 2 of the Textbook + G.D. Mosco, S. Lopreiato, Sub art. 152 t.u.f., in Commentario al Testo Unico della Finanza, a cura di Fratini-Gasparri, UTET, Torino, 2012
Laboratory activity: The Parmalat-Italaudit case
Week 10
WEEK 10 – FINANCIAL STRUCTURE. BYLAWS AMENDMENTS AND EXIT RIGHTS
The financial structure of listed companies.
Chapter 12 of the Textbook + C.F. Giampaolino, Commento agli articoli 145, 147, 147, 147 bis TUF: azioni di risparmio e altre categorie di azioni, in Commentario al Testo Unico della Finanza, a cura di Fratini-Gasparri, UTET, Torino, 2012
Laboratory activity: The FIAT/FCA case
Week 11
WEEK 11 - OWNERSHIP STRUCTURE AND THE MARKET FOR CORPORATE CONTROL
Shareholders’ agreements and public offers in listed companies
Chapters 4 and 13 of the Textbook
Laboratory activity: The Vivendi case
Week 12
WEEK 12 - THE EFFECTIVENESS OF CORPORATE RULES FOR LISTED COMPANIES
The Code of Corporate Governance for Listed Companies
Chapter 3 of the Textbook + N. Abriani, Il nuovo Codice di autodisciplina delle società quotate e la “governance” del nuovo millennio, in Rivista di diritto dell’impresa, 2012, pages 197 – 232.
Laboratory activity: The KRE case