CASES IN BUSINESS LAW
Instructional goals
The course aims at providing students with a comprehensive knowledge of the main elements of business law – including corporate law and securities regulation - in order to enable them to recognize in the future the main issues generally arising from such kind of business transactions.
The course deals also with practical structures and implications, looking at the actual transactions consummated in the international market context.
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 Italian listed 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;
to learn and apply skills developed during the course also moving from the significant cases discussed during the classes.
Intended learning outcomes
At the end of the course, students should have an overview of the most controversial topics regarding business law and they should be able to:
understand and describe the main arguments analyzed during the classes (Knowledge and understanding);
analyze 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).
Course Contents
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 in 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;
Italian and European corporate and securities law: trends and perspectives.
Reference Books
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, II ed., 2021 (https://luiss.alma.exlibrisgroup.com/discovery/openurl?institution=39LLUISSGC_INST&vid=39LLUISSGC_INST:Services&lang=it&rfr_id=info:sid%2Fsummon&rft_dat=ie%3D&rft.mms_id=991002968328004196&svc_dat=CTO&u.ignore_date_coverage=true&Force_direct=false)
Please see the content of each lecture for details on the book’s chapters associated to each single class.
Teaching Methods
Traditional lectures, weekly case discussions and weekly written assessments on the cases assigned.
Assessment Method
70% of the final grade will be determined based on active participation to classes, weekly case discussions and weekly written assessments.
The remaining 30% of the final grade will be determined in the final oral exam on certain selected topics treated during the entire course.
Students recording more than 4 absences during the entire course will not be able to attend the final oral exam in first call.
Thesis assignment criteria
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 analyzing business cases and materials also from a practical perspective.
Any request will be discussed with the Professor and accepted if the above mentioned criteria are satisfied.
Week 1
Preliminary course introduction:
- main sources of Italian and European business law;
- financial markets' dynamics and principle;
- corporate law and securities market;
- corporate governance trends and issues.
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, II ed., 2021 - Chapter 1.
Week 2
Starting up a business:
- establishing a company;
- article of Association and shareholders' agreement;
- constituencies of a corporation and their role.
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, II ed., 2021 - Chapter 2.
Case discussion:
The KR Energy case (Court of Milan, January 3rd, 2018).
Week 3
Groups of companies:
- different notions of corporate control;
- direction and coordination activity;
- information flows within the corporate group.
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, II ed., 2021 - Chapter 12.
A. Sacco Ginevri, La nuova regolazione del gruppo bancario, UTET, 2017, pp. 19-77.
Case discussion: Consob Communication No. DCG/0079962 of 9/10/2013 on Isagro S.p.A.
Week 4
Extraordinary transactions:
- mergers and demergers;
- withdrawal right;
- classes of shares.
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, II ed., 2021 - Chapters 7, 8, 9 and 10.
Case discussion: Merger by incorporation of Unipol Assicurazioni S.p.A., Premafin S.p.A. and Milano Assicurazioni S.p.A. into Fondiaria-SAI S.p.A. completed on January 6th, 2014.
Week 5
Take-over bids:
- ownership structures;
- regulation of the take-over bids;
- mandatory take-over vs voluntary take-over;
- persons acting in concert;
- loyalty shares.
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, II ed., 2021 - Chapter 6.
Case discussion: Consob Communication of April 18th, 2019 no. 0214548.
Week 6
Sources of financing for listed companies:
- equity vs debt;
- the function of share capital in limited liability companies;
- share capital transactions.
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, 2021, Chapter 3.
Mid-term written exam
Week 7
Tunneling transactions:
- implications of tunneling for corporate finance;
- regulation of related parties’ transactions;
- the role of financial advisors in the context of related parties’ transactions.
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, 2021, Chapter 14.
Case discussion:
The Parmalat case (Court of Parma, March 29th, 2013).
Week 8
Market abuse regulation:
- corporate disclosure and market protection;
- market abuse regulation;
- due diligence on Listed Companies and Equal treatment rule;
- insider trading.
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, 2021, Chapter 24.
Case discussion:
The Cremonini case (Court of Cassazione, October 16th, 2017, no. 24310).
Week 9
Cross-border transactions:
- EU regulation on Cross-border transactions;
- cross-border merger regulation;
- transfer of the legal seat within the EU;
- EU Court of Justice jurisprudence;
- Competition among Member States corporate laws.
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, 2021, Chapter 16.
Case discussion:
The Fiat Chrysler Automobile (FCA) Case.
Week 10
Foreign Direct Investment:
- Italian Regulation on “golden powers”;
- the new European framework on FDI screening;
- U.S. regulation on FDI;
- trends, tools and perspectives.
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, 2021, Chapter 23.
Case discussion:
The Vivendi / TIM Case.
Week 11
Corporate governance and Acting in Concert:
- main governance tools;
- acting in concert rules;
- election of Directors and risks for activist shareholders.
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, 2021, Chapters 4, 11, 20 and 21.
Case discussion:
The Banca Carige case (Court of Genova, September 17th, 2018).
Week 12
Dual-track process:
- IPO Process;
- structure of M&A takeovers;
- the dual-track strategy
Readings:
VV. AA., Commentaries and Cases on Italian Business Law, directed by A. Sacco Ginevri, CEDAM, 2021, Cahpter 5.
Case discussion:
The Nuovo Trasporto Viaggiatori case (February 11th, 2018).