CASES IN BUSINESS LAW

The course aims at providing students with a comprehensive knowledge of the main elements of business law - including corporate law and securities regulation also through a comparative analysis - in order to enable them to recognize in the future the main legal issues generally arising from corporate and M&A transactions in the broader European and international context. The course deals also with practical structures and implications, looking at the actual transactions consummated in the international market scenario. In particular, the course pursues the following specific objectives: - to give students a knowledge and understanding of the main elements of corporate law, banking, insurance and securities regulation, also on an international basis; - to give students an understanding of the corporate issues concerning public companies; - to increase awareness and understanding of the main items regarding corporate governance, with specific regard to banks, insurance companies, financial intermediaries and listed companies and, in general, entities operating in the financial market; - to learn and apply skills developed during the course also moving from the significant international business cases discussed during the classes.

Basic knowledge of corporate law.

At the end of the course, students should have an overview of the most controversial topics regarding international business law and they should be able to: - understand and describe the main arguments analysed during the classes (knowledge and understanding); - analyse and explain the issues connected to the matters discussed during the course (applying knowledge and understanding); - understand and use major terms and concepts in order to communicate ideas, proposals, analysis and critical reasoning in the field of business law in the most effective and appropriate way (communications skills)

The course deals with the following contents: - preliminary introduction on the main Italian and European business laws and regulations, with particular focus on listed companies and financial institutions; - financial markets’ dynamics, principles, players and main rules; - regulation on the issuers of listed financial instruments; - transactions resulting in the change of corporate control; - related parties’ transactions and conflict of interests; - market abuse regulation and insider trading; - extraordinary transactions; - cross-border transactions; - golden powers and foreign direct investments regulation; - corporate governance rules and best practices; - trends and perspectives of corporate and securities law at European level.

VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, III ed., 2025. Please refer to the contents of each lecture for details on the book’s chapters associated to each single week as indicated during the course.

Traditional lectures, continuous assessment based on case discussions and periodical written assessments

1/3 of the final grade will be determined based on continuous assessment, which is divided among the following three components: (i) active participation in classes, (ii) periodical case discussions, and (iii) written assessments, each accounting for one-third of the continuous assessment total grade. The remaining 2/3 of the final grade will be determined based on the final oral exam on certain selected topics treated during the entire course. Students who are exempted from compulsory attendance or are non-compliant, shall take a final examination that corresponds to 100% of the overall evaluation, and which is based on an appropriate study of the reference textbook indicated above, so as to can compensate for the missed knowledge acquisition over the semester. The combination of continuous assessment (one-third) and the exam (two-thirds) is valid only in the examination dates scheduled at the end of the semester in which the course is taught. In subsequent examination sessions (retake sessions), students are evaluated exclusively through a single final examination (100%), thus losing the continuous assessment grade.

The formal request for the final dissertation could be filed by students who achieved an high final score at the end of the course (more than 28/30) and demonstrated during the course attitude in analysing business cases and materials also from a practical perspective. Any request will be discussed with the Professors and accepted if the above mentioned criteria are satisfied.