COMPANY LAW

The course focuses on joint-stock companies with the aim of illustrating the discipline for its practical application. The aim is to give students the ability to link legal and business subjects. Due to the specialist nature and professional orientation, will be privileged management, financial and organizational issues rather than those tipically relating to procedural law. The course is based on a combined system of learning means: acquisition, enquiry, discussion, collaboration, practice, production. It is structured around three weekly lessons (sessions): two on campus (which will include breakout sessions) and one online. The goal of the learning method isto help students to acquire knowledge of the subject with moments of reflection and discussion on some of the issues regarded. During the breakout sessions will be preferred a learning method aiming to create collaboration between teams of students. The course, through the study of specific cases and experiences, aims to develop critical analysis and practical application skills, identifying the correct methodologies and solutions for business needs. The lessons will take place partly through the examination of corporate documents such as: company by laws, financial statements, resolutions on extraordinary transactions, merger or division projects and judgments on the indicated demerger subjects.

The specialized and professionalizing content of the course assumes that participating students are familiar with the main arguments of commercial and private Law. It is required that the student read, in preparation of each lesson, the parts of the reference texts regarding the topics that will be treated weekly in class. This will enable students to participate more effectively and actively at each lesson with orderly distribution of the learning process during the course.

Knowledge and understanding: The course will focus on the development of proper knowledge in company law, providing students with tools and methods that allow them to orient themselves in the most relevant corporate issues related to business management. The student will acquire in-depth and professionalizing knowledge and methods regarding the organization and functioning of corporations as well as the main topics related; he/she will be able to understand the most appropriate financing instruments for carrying out business activities; he/she will know how to identify the possible risk profiles associated to making business decisions; he/she will also know different techniques relating to the execution of extraordinary transactions. The interdisciplinary ability to link legal and business matters is relevant. This knowledge will be evaluated through a continuous assessment, with evaluations based on the completion of projectworks and the common assigned works (discussion, collaboration, practice production). The evaluation will also take into consideration the active involvement during the lessons and the final oral exam. Ability to apply knowledge and understanding: the student will be able, through the methodology acquired to create his/her own logical legal path for the solution of corporate issues that imply legal assessments; he/ she will also be able to examine company documents and to identify the aspects of effective interest and need for closer examination. 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, even of the most complex extraordinary and financing transactions. 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 and during the projectwork carried out in groups.

1. Types of companies. 2. Corporate governance. 3. The organisational structures. 4. The (internal and external) controls system controls. 5. The financing of business activity. 6. Company control and groups of companies; extraordinary transactions. 7. The representation of the results of the business activity.

- Diritto del Governo Societario (F. Chiappetta, CEDAM 2020). Chapters: I; II; III; V; VI; VII (with the exclusion of paragraph. 7.5, 7.6, 7.7); VIII; IX; X; XI. A text chosen among the following: - Diritto ed Economia delle Società (F. Vella - G. Bosi, Il Mulino, 2020). Chapters: III, IV, V (with the exclusion of paragraph 2.3, 2.4), VIII (paragraph 1 only), IX e XV. - Manuale di Diritto Commerciale (G. Visentini - A. Palazzolo, DIKE, 2017). Chapters: III [Section: I, II, IV, V (paragraph 1 and 2), VI, VII, IX (paragraphs 1, 2.1, 2.2, 2.3, 4.1), XII (paragraphs 2 and 3)] and IV. To learn the topics covered in the above mentioned two texts students may also use different manuals, as long as they are updated at least up to 2017. Supplementary teaching materials: - Company by-laws; - Balance sheets; - Shareholders' resolutions on extraordinary transactions; - Merger and Demerger Projects; - Court decisions on the issues indicated. Supplementary readings: - L’organo amministrativo di S.p.A. tra “interessi dei soci” ed “altri interessi” (U. Tombari), in Riv. Soc. 2018, vol. 1, pagg. 20-28; - Commento sub art. 102 TUF (M. Tesei) in Il Testo Unico della Finanza, Vol. II, a cura di M. Fratini e G. Gasparri, Torino, 2012, pagg. 1211 - 1239; - Il Comunicato dell’Emittente (F. Chiappetta, in corso di pubblicazione); - Il nuovo diritto di recesso: aspetti valutativi (P. M. Iovenitti), in Riv. Soc., 2005, pagg. 459 – 486; - Gruppi di società. Direzione e coordinamento (N. Rondinone), in Trattato delle società, directed by V. Donativi, Milano, 2022, pagg. 1341 – 1373; - Controlli interni e strutture di governo societario (G. Ferrarini), in Il nuovo diritto delle società. Liber Amicorum G.F. Campobasso, directed by P. Abbadessa e G.B Portale, Torino, 2007, pagg. 4 - 26. These are optional readings for attending students and mandatory readings for students who must take the full exam (students who have not attended the lessons or have not done or passed the assignments provided; or students who do not intend to accept the assignment grade).

The teaching method is based on an "full 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. Students may attend reception time to deepen specific themes, even individually. Teams of 5/10 students will be formed at the beginning of the course to take part to breakout sessions, giving presentations about the examination and the solution of concrete cases and the project work, applying a "problem solving" methodology.

Students will be evaluated in a perspective of continuous assessment. First of all, each student will be evaluated according to his/her active involvement in the discussions led by the teacher during the breakout sessions. Evaluation of active participation to the course through the development of two intermediate assignments in particular, will weigh 70% of the overall mark. The final oral exam will weigh 30% of the overall mark. 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 project work will be discussed during the oral exam. Attendance at lessons will be evaluated. In case of absence to one (or both) the written assignment or insufficient mark, or absences exceeding 30% of the lessons, 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 the supplementary readings shown in the previous section " Testi di riferimento ".

Interest in the subject, professional implications.