Main goal: offer a critical and insightful view of current global legal developments and trends with the aim of identifying the most salient legal issues involved in company law in the context of increasingly complex financial phenomena and international markets. Therefore, the module will focus primarily on transactional law aspects, that are more helpful to develop effective strategies to succeed in the world of business, rather than traditional litigation matters. Specific goals: provide the students with knowledge and understanding of advanced company law topics related to corporate finance, corporate governance and M&As; help them develop, thanks to the case-study methodology and the in-class activities, the ability to apply the newly acquired knowledge and understanding; stimulate their independent judgment on strategic decisions that have also major legal implications; foster their communication skills by actively engaging them in class; empower their learning skills by explaining how to fully understand a certain legal topic and where to find sources that can be helpful; strengthen those transferable skills specifically related to the decision-making process.

Knowledge and understanding: the student will learn advanced company law topics and understand which are the opposing interests that exist within and outside companies; he/ she will be able to choose the most appropriate financing instruments for carrying out business activities and to assess, from a legal perspective, the pros and cons of using debt vs. equity; he /she will know how to identify, evaluate and critically appraise alternative solutions to business problems of corporate governance while recognizing the possible risks of unlawful conducts; he / she will know different techniques to structure private equity and M&A deals transforming theoretical models in real-world business solutions. Ability to apply knowledge and understanding: the student will be able, thanks to the methodology and knowledge acquired in class, to identify, evaluate and critically appraise alternative solutions to business problems that imply legal assessments; he/ she will also be able to synthesise, research and use information and materials from a variety of sources such as articles of association, financial statements, company resolutions and business contracts; he/ she will also be able to strategically solve, from a legal perspective, complex problems that involve corporate finance, corporate governance or M&As; ultimately, he/she will learn the interdisciplinary ability to link legal and business matters. Independent judgment: the student will develop a critical capacity to evaluate independently, from both a legal and financial perspective, strategic business decisions; he / she will be able to identify the legal challenges of a business decision and structure the most adequate legal solutions. Communication skills: the student will be able to demonstrate, in written and oral form, the ability to articulate complex solutions to business related decisions, to structure arguments, and to effectively relate these arguments thanks to the methodology acquired in class (through lectures, case-studies and exercises). Learning skills: the student will acquire the research skills needed to solve legal issues related to a business objective; he /she will be able to synthesise and use information and materials from a variety of different sources to support an argument; he/ she will be able to effectively describe research results by assembling an analysis of facts, issues and possible solutions. The achievements will be assessed through exercises (in class and at home), problem-solving sessions, case-studies, through the active participation of students in class or, if not applicable, during the final oral exam.

A) Fundamental challenges of company law • The function of companies in the modern economy • The role of company law: organization and liability rules • The interest of the company between shareholders, stakeholders, public companies and sustainable companies • Types and characteristics of companies in Italy and other European countries • European Directives on Company Law B) Corporate finance law • Introduction to corporate finance • Equity instruments • Debt instruments • Loan agreements • Initial Public Offerings (IPOs) • Alternative finance (SPAC, crowdfunding, ICO) • Disclosure of financial and non-financial information C) Corporate governance • Management of the company: executives, directors and other officers, board, chairman, committees • Internal auditing and different auditing functions of second and third level • Supervisory board and external auditing • Duty of directors and supervisors • Operations on capital (increases, reductions, buybacks) D) M&A • Introduction on M&As and distinctions • NDA, Letter of intent, MOU; Due diligence • Share Purchase Agreements • Shareholder's agreements • LBOs and Private Equity forms • Takeovers and defensive measures

Main textbooks: - European Company Law, N. De Luca, Cambridge university press, 2021, pp. 3-53, 75-92, 139-161, 173-519 - Principles of Corporate Finance Law, E. Ferran – L. Chan Ho, Oxford university Press, 2014, pp. 42-70, 178-201, 269-300, 351-413, 447-467 [available online with LUISS credentials] Readings on M&As (alternative): A) Il Sale and Purchase Agreement: un contratto commentato, G. De Nova, Giappichelli, 2019, pp. 1-82 B) Mergers and acquisitions: a step-by-step legal and practical guide, E. Miller – L. W. Segall, 2017, pp. 20-68, 169-210 [available online with LUISS credentials]

The teaching method is based on an "enquiry-based" approach. At the beginning of each lecture, the topics will be introduced by presenting one or more cases that are going to be discussed in class. The teacher will then stimulate discussion while keeping the students focused on the most relevant issues. By analysing any provided document, the class will try to identify and structure possible solutions to the cases presented. During the “breakout sessions”, students (individually or in teams for 5/8 people) will be asked to simulate strategic business decisions, prepare relevant legal documentation or present some research work. The purpose of these workshops is to engage students and foster their active learning through problem-solving. During office hours, students can ask for clarification on specific topics.

Students will be assessed during the whole "learning path". Marks will be expressed on a 30 points scale, where the minimum to pass is 18/30 and the maximum is 30/30. The assessments, spread throughout the semester, are meant to measure the ability of the student to apply what he/ she learned in class and deepened through breakout sessions, office hours, and individual study. Inter alia, students will be required to provide a legal solution to a case study, to critically evaluate the effectiveness of a policy, and to present the results of their work. First of all, each student will be assessed according to his/her active involvement in the discussions led by the teacher in class, that will constitute the pillars of the lessons. Constructive and coherent interventions will be evaluated positively. The mark for the active involvement will be finalized at the end of the semester and will weight 20% of the overall mark. Secondly, students are required to do group presentations aimed at developing research skills. This group work will weigh 20% of the overall mark. Students will be divided in groups by the teacher, and each group will have to draw a topic. Each group, working as a team, will have to research on the topic and prepare slides to present in class. Each group will receive a mark. Group formation and drawing lots will take place during the first week of October, while presentations will be given in class during the last week of October. Thirdly, students will have to write a short essay in class. The test will weight 30% of the overall mark. The teacher will give several questions that students will have to answer writing a paper of maximum 750 words. Students will have to complete the essay in 90 minutes. It will be allowed to refer to teaching material and other sources, but plagiarism (from other students or external sources) will be strictly forbidden under penalty of exclusion. The test will take place during the last week of November. Lastly, students will have to pass a final exam, in oral form, that will weight 30% of the overall mark. The final oral exam will be set up in such a way as to establish a conversation with the candidate; as to evaluate not only his/ her knowledge of the basic concepts, but also his/ her logical reasoning skills. The purpose is to understand if the candidate has acquired the ability to apply his/ her knowledge and understanding of the legal notions into practical business decisions. The overall mark will be a weighted average of the active involvement, the two assessments, and the final oral exam. The mark for non-attending students will be based 100% on the final oral exam.

Interest in the subject, career aspirations

An entire part of the module is dedicated to new challenges of company law and, in particular, to business sustainability. Moreover, the topic of sustainability comes back multiple times during the module (e.g. regarding non-financial information).