COMPANY LAW

The course focuses on the rules that govern the “life” of limited liability companies, especially the listed ones. It offers an in-depth view of the different phases of organization and functioning of companies, which are construed as an essential tool for the organization of financing and of the liability of business activity. The Course has the aim to instruct the participants with respect to the most relevant legal dynamics acting within a company and their practical implications in the relationship among the company, the Authorities and the stakeholders. The aim is to give students the ability to link legal and business subjects. The participants will be able to understand, focus on, and solve issues related to the laws which govern the corporate lifecycle.

The specialized content of the course requires and assumes that participating students are familiar with the legal institutes presented in the commercial law course and examined in greater detail during the individual lessons of the corporate law course. It is suggested that before each lesson, students read those parts of the reference texts and/or manual used to prepare for the examination in commercial law that are material to the topic of the lesson. This will enable students to participate more effectively and actively at each lesson.

Knowledge and understanding: the student will acquire in-depth and professionalizing knowledge and methods regarding the organization and functioning of corporations as well as the main corporate practices; he/ she will be able to choose the most appropriate financing instruments for carrying out business activities; he /she will know how to identify the possible risk profiles associated with business decisions; he / she will also know different techniques relating to the execution of extraordinary operations. The interdisciplinary ability to link legal and business matters is relevant. This knowledge will be assessed through: the evaluation of the active involvement during the lessons; the common assigned works; and through the final oral exam. Ability to apply knowledge and understanding: the student will be able, through the methodology acquired with the study of practical cases, to create his/ her own logical legal path for the solution of corporate issues that imply legal assessments, similar to those that he/ she will face in the future as a professional; he/ she will also be able to read and analyze bylaws, financial statements, resolutions and contracts and to identify the real profiles of interest and to carry out an in-depth analysis for various purposes. Independent judgment: the student will develop a critical awareness in order to evaluate independently company choices with an interdisciplinary view by the combination of business objectives and legal rules; he/ she will also develop a critical awareness to understand the risks of the most complex and extraordinary financing operations. Communication skills: the student will be able to communicate what he/ she learned in written and oral form. Learning skills: the student will be able to put into practice the knowledge developed during the lessons.

Overview on joint stock companies in general and listed in particular Management and Control bodies Executives’ Remuneration Internal Control System and Risk Management Extraordinary transactions (capital increase and reductions; bond issues; mergers and demergers) Group of companies Takeover bids ESG factors and Sustainability

Diritto del Governo Societario F. CHIAPPETTA CEDAM, 2020 (WITH THE EXCLUSION OF CHAPTERS: IV; IX; XII; XIII) Diritto ed Economia delle Società F. VELLA – G. BOSI IL MULINO, 2020 (CHAPTERS: V; VIII, PARAG. 1 e 2; IX; XII; XIV) Supplementary teaching materials: - Company by-laws; - Balance sheets; - Shareholders' resolutions on extraordinary transactions; - Merger and Demerger Projects; - Court decisions on the issues indicated.

The teaching method is based on an "Inquiry-based" approach. The topics of the lessons are introduced by of one or more cases, focusing on the relevant issues. The teacher will promote and lead a debate in order to identify and study possible solutions to the cases presented, through the analysis of acts and documents of corporate practice. During the Breakout sessions students individually or in teams will simulate operations of the company practice. These workshops will be useful in order to make students study specific solutions for the cases presented by the teacher, applying a "problem solving" methodology.

Students will be evaluated during the whole "learning path". First of all, each student will be evaluated according to his/her active involvement in the discussions led by the teacher during the lessons. Two written assignments will be communicated to the students. The assignments are intended to make students provide the solution of cases of corporate practice, applying principles and tools learned in class and deepened through breakout sessions, and individual study. Delivery will be scheduled in October and November; oral sessions for the discussion of the assignments may be scheduled. The final oral exam will be set up in such a way as to establish a dialogue with the candidate, as to evaluate not only the understanding of the basic concepts, but also the ability to conduct an autonomous reasoning. The objective is therefore to understand if the candidate has acquired the ability to use the legal schemes analysed in the management of the enterprise. Each assignment will weigh 35% of the overall mark. The final oral exam will weigh 30% of the overall mark. In case of absence to one (or both) the written assignment or insufficient mark, the student shall be admitted to the oral exam, but the object and depth of the exam shall be extended accordingly. In particular, the object of the exam shall also include chapters IV; IX; XII e XIII of the reference book Diritto del Governo Societario (F. CHIAPPETTA CEDAM, 2020).

Interest in the subject, professional implications

YES