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.

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).

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.

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

Traditional lectures, weekly case discussions and weekly written assessments.

1/3 of the final grade will be determined based on active participation to classes, weekly case discussions and weekly written assessments (continuous assessment). The remaining 2/3 of the final grade will be determined based on (1) the mid-term written exam and (2) the final oral exam on certain selected topics treated during the entire course. The mid-term written exam is not mandatory and will consist in 3 open-ended questions on matters discussed during the classes until the date of the mid-term exam. All the students – including those who took the mid-term written exam – shall take the final oral exam. 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. 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 load that can compensate for the missed knowledge acquisition over the semester.

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.