Instructional goals
The course focuses on the study of businesses that innovate and become sustainable in response to market challenges, addressing the evolving dynamics linked to technological, regulatory, and social changes. It will concentrate on integrating managerial and legal practices to promote responsible and strategic management, capable of meeting new demands for transparency, sustainability, and competitiveness. The primary goal is to develop the ability to understand and address emerging issues in managing complex organizations, with a focus on innovation, fostering the integration of managerial and legal expertise. The interdisciplinary approach allows students to develop skills to manage change, analyze, and solve problems related to technological and ecological transitions, and apply concrete solutions at an organizational level. The course utilizes a combined learning system: acquisition, enquiry, discussion, collaboration, practice, and production.
The course aims to raise awareness in business decision-making, covering topics ranging from governance and organizational structure to compliance and risk management, while also addressing critical aspects of extraordinary operations, with a particular focus on sustainability, mergers, acquisitions, and sustainability reporting. Innovation, as a key to understanding legal and managerial challenges, is treated as a cross-cutting element that permeates all aspects of the course. At the same time, students will be equipped with tools to understand how different regulatory approaches to business influence its behavior in the market, as well as its approach to innovation.
Prerequisites
The specialized and professional content of the course requires the student to have knowledge of the main institutions of Economic Law and Commercial Law. To this end, it is suggested that the student review the relevant sections of textbooks related to the topics that will be covered weekly in class. This will enable a more effective and active participation in the lessons.
Intended learning outcomes
Knowledge and Understanding: The course will foster the development of interdisciplinary knowledge suitable for practical application, with particular attention to aspects related to innovation and sustainability. Students will acquire skills, competencies, tools, and methods that will enable them to formulate appropriate questions and address emerging issues in complex organizations, with a strategic vision aimed at solving legal and managerial problems. Students will be able to critically analyze existing research on the subject, with a particular focus on the integration between law and other scientific fields. They will have the ability to collect and analyze data and present the results clearly and structured, addressing relevant topics for business management and compliance with existing regulations.
Throughout the course, the ability to link legal and business disciplines will be of great importance. These skills will be evaluated through two assignments, which will exempt students from certain parts of the program, and in-class exercises to be completed in groups.
Ability to Apply Knowledge and Understanding: The student will be able, through the methodology learned, to develop their own logical approach to resolving business issues with legal implications. They will also be capable of reading and analyzing corporate bylaws, financial statements, resolutions, and contracts, identifying the key areas of interest and further examination for various purposes, including resorting to litigation where necessary.
Judgment Autonomy: The student will have developed a critical awareness that enables them to form independent judgments on business decisions from an interdisciplinary perspective, combining entrepreneurial goals and legal norms. They will also have developed a critical awareness allowing them to understand the risks associated with more complex financing and extraordinary transactions.
Communication Skills: The student will have acquired the ability to communicate their knowledge both in written and oral form.
Learning Ability: The student will be able to apply the knowledge developed during the lessons and through the group project work carried out throughout the course.
Course Contents
1. Governance and Corporate Organization
2. Extraordinary Transactions and Financial Statements
3. Sustainability and Risk Management
4. Theories of Sustainable Corporate Governance
5. Regulating Innovation and Sustainability: Objectives and Critical Issues
6. Regulatory Tools: Command & Control; Nudging; Choice Architecture
7. Between Market and Protection: Co-Governance Tools for State/Business
Reference Books
Commercial Law Handbook, G. Visentini – A. Palazzolo, Dike Giuridica 2017 https://tinyurl.com/yuwhzrwz
The text is provided as a mere bibliographic reference. The student is free to consult any commercial law textbook to acquire or review their basic knowledge of the subject, or directly refer to the relevant legal sources.
Supplementary Teaching Materials:
- Corporate Bylaws;
- Corporate Financial Statements;
- Resolutions on Extraordinary Transactions;
- Corporate Merger and Split;
- Case Law on the Relevant Topics;
- Articles Related to the Topics Covered in each Lessons.
Teaching Methods
The teaching methodology is based on a "full inquiry-based" approach.
The topics covered in the lessons are introduced through the presentation of one or more cases and the identification of relevant issues. Through the analysis of corporate practice documents and acts, a debate will be fostered, guided by the instructor, aimed at identifying and studying possible solutions.
Students will have the opportunity for individual discussions on specific topics during office hours.
Breakout sessions will be organized for workshops, project-based labs, and project work related to solving real-life cases. During these sessions, students, also organized in teams of 5-8 people, will engage in the study of specific solutions to achieve the goals set by the instructor, following the "problem-solving" methodology.
Assessment Method
Students will be assessed through continuous evaluation based on their active involvement in the debates led by the instructor, which will form the backbone of the lessons. The evaluation of active participation in the course, including the completion of two intermediate assignments, will account for 70% of the overall grade. The final oral exam will account for 30% of the overall grade. The final oral exam will be designed to foster a dialogue with the candidate, allowing not only the understanding of basic concepts to emerge but also the ability to build independent reasoning on these concepts. The goal is to assess whether the candidate has acquired the ability to apply the legal frameworks analyzed in the course to the management of the business.
Thesis assignment criteria
Interest in the subject, professional implications
Week 1
Corporate Governance
Session 1 (Plenary Session):
Introduction to Governance: Definition of governance; the agency problem; corporate bodies; corporate organization, from the traditional concept of the separation of functions to a more integrated model that addresses the needs of sustainability and Corporate Social Responsibility (CSR).
Session 2:
Investors and Sustainability Objectives: Forms of financing, contributions, and other contributions; distinction between equity and third-party funds. Investment instruments: Shares, Bonds, and Financial Instruments; the role of institutional investors; new remuneration policies in relation to environmental and social objectives.
Readings for Non-Attending Students:
- M. LIBERTINI, Gestione “sostenibile” delle imprese e limiti alla discrezionalità imprenditoriale, Contratto e Impresa, 1/2023, p. 54
- M. FILIPPELLI, The new wave of stockholder agreements: i patti tra soci e società sulla gestione dell’impresa, Le Società, 11/2024, p. 1193
Week 2
Session 1 (Plenary Session):
The Business as Part of an Ecosystem. Stakeholder & Shareholder Theory, Corporate Social Responsibility, and Theories of Sustainable Corporate Governance.
Session 2:
Introduction to Sustainability in Entrepreneurial Governance: Public Interests, Private Interests, and the Synthesis of the Two as the Objective of Regulation.
Readings for Non-Attending Students:
Siems, Mathias M. "Shareholders, Stakeholders and the “Ordoliberalism”." European Business Law Review 13.2 (2002).
Week 3
Firm Organization
Session 1 (Plenary Session):
Compliance and Risk Management: Examination and analysis of various corporate organizational models within the framework of organizational design processes. The Internal Control System (ICS) and Risk Management (RM): internal audit; social internal audit; risk manager. The Organizational Model (OdV) and the 231 model. Management of sustainability-related risks.
Session 2:
Corporate Groups:
The Corporate Group. Principles of proper corporate governance. Compensatory advantages. Motivation of decisions. Liability for unified management. Intragroup financing and transactions. Analysis of corporate groups, with particular attention to multinational groups and the challenges of information management and conflict of interest protection.
First assignment.
Readings for Non-Attending Students:
Letture per studenti non frequentanti:
- S. CORONGIU, il Legal Design per l’impresa: un fattore di sostenibilità, I Contratti, 6/2023, p. 663.
- F. ARECCO, G. CATELLANI, Compliance, ambiente, sostenibilità, Ambiente & Sviluppo, 12/2021, p. 893.
Week 4
Session 1:
Finance as a Tool for Channeling Resources to Sustainable Enterprises. Rules and Principles.
Session 2:
Intergenerationality, Risk Governance, and the Precautionary Principle: At the Roots of Regulation.
Readings for Non-Attending Students:
Chiu, I.HY., Lin, L. & Rouch, D. Law and Regulation for Sustainable Finance. Eur Bus Org Law Rev 23, 1–7 (2022). https://doi.org/10.1007/s40804-021-00230-2
Ranchordás, Sofia, and Mattis van't Schip. "Future-proofing legislation for the digital age." Time, Law, and Change (Hart, 2020, University of Groningen Faculty of Law Research Paper 36 (2019).
Week 5
Sustainability, Concentrations, and Antitrust
Session 1 (Plenary Session):
Sustainability and Concentrations:
Analysis of M&A processes and the intersection between sustainability and antitrust, with particular attention to the issues raised by "killer acquisitions" and their implications for competition regulation. Examination of the Share Purchase Agreement (SPA), focusing on price, warranties, suspensive conditions, technology transfer, and the sustainability assessment of the transaction.
Session 2:
Extraordinary Transactions:
Analysis of mergers, demergers, and transformations, with a focus on the legal and strategic aspects of each operation. The legal implications, implementation methods, and differences between the various transactions will be explored, highlighting the advantages and risks for the parties involved. Special attention will be given to evaluating the sustainability of the transaction.
Analysis of a merger project. Project work on a concrete case of corporate reorganization through extraordinary transactions.
Readings for Non-Attending Students:
- P. MONTALENTI, Impresa e sostenibilità - Impresa, sostenibilità e fattori ESG: profili generali, Giurisprudenza Italiana, 5/2024, p. 1190.
Week 6
Session 1 (Plenary Session):
Regulation Tools: Command & Control, Nudge, and Models of Choice Architecture.
Session 2:
The Criticisms of the Traditional Command & Control Regulation Model and the Duty to Inform in the Regulation of Innovation and Sustainability.
Readings for Non-Attending Students:
Yeung, Karen. "The forms and limits of choice architecture as a tool of government." Law & Policy 38.3 (2016): 186-210
Week 7
The Financial Statements and Sustainability Reporting
Session 1 (Plenary Session):
The Financial Statement Documents:
Analysis of the financial statement regulations, with a focus on the legal and normative aspects governing the preparation and presentation of the annual financial statements. The main items of the financial statement, the relevant regulations, and their implications for business management will be explored.
Session 2:
Sustainability Reporting:
Examination of the recent updates in financial reporting, with particular attention to sustainability reporting. Analysis of the economic evaluation techniques related to ESG factors (Environmental, Social, Governance). Analysis of financial statements and sustainability reports.
Readings for Non-Attending Students:
- N. MARIA BACARO, M. RUSSOTTO, C. SAPORETTI, L. SOLIMENE, La Corporate Sustainability Reporting Directive (CSRD), Rivista dei Dottori Commercialisti, fasc.3, 1/2024, pag. 443
- L. BOTTI, Greenwashing e comunicazione d’impresa. L’ecologismo di facciata, Il Diritto Industriale, 5/2024, p. 496
Week 8
Session 1 (Plenary Session):
Financial Markets and Sustainability: Investment in Sustainability-Oriented Enterprises and Sustainable Debt Instruments.
Session 2:
Regulation of Sustainable Financial Products: Taxonomy Regulation and Sustainable Financial Disclosure Regulation.
Readings for Non-Attending Students:
Danny Busch, EU Sustainable Finance Disclosure Regulation, Capital Markets Law Journal, Volume 18, Issue 3, July 2023, Pages 303–328, https://doi.org/10.1093/cmlj/kmad005
Och, Marleen. "Sustainable Finance and the EU Taxonomy Regulation–Hype or Hope?." Jan Ronse Institute for Company & Financial Law Working Paper 2020/05 (2020).
Week 9
Corporate Crises
Session 1 (Plenary Session):
Insolvency Management: Examination of corporate policies for insolvency management, with particular attention to concordat procedures and the importance of preventive insolvency management. Analysis of the role of managers in insolvency, focusing on how sustainability policies can improve risk management practices.
Session 2:
Management of Legal Crises: Analysis of the crisis of legality and mafia infiltration in businesses, with a focus on the legal and regulatory aspects governing the fight against organized crime. The session will explore preventive and repressive measures provided by law, the implications for corporate governance, and the responsibilities of managers. Particular attention will be given to business protection and the strengthening of legality, with an examination of strategies to prevent and combat mafia infiltrations.
Analysis of financial statements and sustainability reports.
Readings for Non-Attending Students: Andrea PALAZZOLO, Adeguatezza, legalità e sostenibilità. La delibera istitutiva degli assetti organizzativi e le sue ‘patologie’, in Giurisprudenza Commerciale, n. 2 2024, 323-367.
Week 10
Session 1 (Plenary Session):
Sustainability Due Diligence in the European Model: From the Non-Financial Reporting Directive to the Corporate Sustainability Due Diligence Directive.
Session 2:
Recap of Lessons.
Letture per studenti non frequentanti:
Lener, P. Lucantoni, Sostenibilità ESG e attività bancaria, in Banca Borsa Titoli di Credito, vol. 1/2023.
Week 11
Session 1 (Plenary Session):
Recap of Lessons.
Session 2:
Second Assignment.
Week 12
Session 1 (Plenary Session):
Recap of Topics from Lessons 9-11.
Session 2:
Learning Assessment for Lessons 9-11.