LAW AND ECONOMICS (CORPORATE AND BUSINESS LAW; ANTITRUST AND REGULATION)

The course will introduce you to the Law of corporations and financial markets through the Law and Economics approach. We will delve into the corporate form and investigate how its story is inextricably entangled with the story of the capitalism. We will touch upon the rise of Delaware’s dominance, its staying power, past and future challenges, and why all this matters for corporate law and business. We will briefly mention the core structural characteristics of the business corporations across the jurisdictions of market economies. We will then focus on how corporate charters, state law, and federal securities laws define, distribute, and limit rights, powers, duties, and liabilities among corporate constituencies in various corporate contexts: formation, securities issuance, management, voting, large transactions, litigation. The final section of our course will be devoted to M&A—transactional planning (in particular, takeover strategies and defensive tactics) and litigation. During the final two sessions we will also touch upon antitrust and Italian business corporations. The course will encompass four areas: 1. Business Law 2. Corporate Law 3. Introduction to antitrust and financial market regulations 4. Introduction to Italian business and corporate law

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Upon successful completion of this course, you should be able to: • know and understand the origin of the corporate form and the economic theory underpinning it; • know and understand the basic theory and policy behind corporate law, and the most significant implications that it raises; • know and understand the basic substantive and procedural law of corporations and apply it to complex fact patterns; • know and understand basic notions of antitrust and financial market regulations; • demonstrate the command of the most significant doctrines; • engage in legal analysis, reasoning, problem-solving, and oral communication.

The course will introduce you to the law of corporations and financial markets by applying a law and economics approach. We will delve into the corporate form and investigate how its story is inextricably entangled with the story of capitalism. We will touch upon Delaware’s dominance (rise, staying power, past and future challenges), and why this matters for corporate law and business. We will briefly mention the core structural characteristics of the business corporations across the jurisdictions of market economies. We will then focus on how corporate charters, state law, and federal securities laws define, distribute, and limit rights, powers, duties, and liabilities among corporate constituencies in various corporate contexts: formation, securities issuance, management, voting, large transactions, and litigation. The final section of our course will be devoted to M&A—transactional planning (in particular, takeover strategies and defensive tactics) and litigation. During the final sessions, we will also touch upon ESG and corporate purpose, antitrust, and Italian business corporations.

There are 4 main sets of materials for the class: 1. Course Packets (Slides). We will use slides as a teaching/learning aid throughout the course. These slides are articulated in sets, and I will be releasing them gradually through Luiss Learn before the sessions in which we cover the relevant set. (These slides are also referred to as ‘CPacket # [The number of the set]’ in the Course Schedule) 2. Textbooks. Course Packets will be the main reference for our course. However, to complement these materials and study the relevant cases, I suggest: i. BAINBRIDGE, CORPORATE LAW, 4th ed. 2020 as the textbook (this book is also referred to as ‘Bainb.’ in the Course Schedule) ii. ALLEN, KRAAKMAN & KHANNA, COMMENTARIES AND CASES ON THE LAW OF BUSINESS ORGANIZATION, Sixth Edition (2021) as the casebook (this casebook is also referred to as ‘AK&K.’ in the Course Schedule) 3. Additional Materials. From time to time, we might also supplement slides and casebook with additional materials (scholarship, excerpts, cases if not available in the casebook, quizzes), which will be distributed through Luiss Learn in due course. 4. Statutes and Regulations. Statutes and regulations are extremely important. You must read the key provisions discussed in the Course Packets and cases. All the statutes are public domain and available online (all relevant statutes are available through Westlaw and/or Lexis and/or elsewhere—e.g., Delaware General Corporation Law, https://delcode.delaware.gov/title8/c001/index.html.). Please note that, as a guide to these often very complicated provisions, prof. Holger Spamann has made simplified versions of relevant parts of the Delaware General Corporation Law and the Federal Proxy Rules available as a book, which can be purchased at https://www.amazon.com/dp/B09CB5X7W1. The simplified versions are also available online at https://simplifiedcodes.com/. While these are useful for your understanding, you must ultimately consult the original text.

Lectures, home assignment (take-home paper), case analysis and briefing, in-class quizzes. During class, I call on students without advance notice to discuss the assigned case briefs. I realize, however, that situations may arise that prevent you from preparing properly—this should not be a reason for you to skip class. Therefore, you may opt-out of class discussion up to 3 times over the course of the semester. To opt-out for a particular session, please email me (pmatera@luiss.it) at any time up to 1 hour before that class and indicate your name and opt-out date in the subject (e.g., ‘[Name] JD Corps opt-out for [Date in the following format: September 14]’). There is no need to explain the reason; if you want to communicate anything else, please send a separate email. I will take into account lack of preparation that is not excused through an opt-out.

Your grade will be based on: • 10% – in-class participation and oral case briefing; • 30% – a 3-hour, in-class, restricted open-book exam, halfway through the course. During the exam, you will be allowed to consult only a print version of the Delaware General Corporation Law. The exam may include essay prompts and/or issue spotters; • 20% – a take-home paper (3000 words maximum). Essay prompts will be released in due course, through Luiss Learn; • 40% – a 3-hour, in-class, restricted open-book exam, at the end of the semester. During the exam, you will be allowed to consult only a print version of the Delaware General Corporation Law. The exam may include essay prompts and/or issue spotters. Students who fail any of the in-course assessments shall take an extended, 4-hour final exam. This exam shall have additional sections depending upon the lacking contribution to the final grade. Through the in-class assessments (in-class participation and oral case briefing, midterm, and take-home paper) and the final exam, I will assess your ability to spot legal issues, analyze them in a way that reflects command of the relevant doctrine, discuss theoretical and practical implications as well as the underlying policy. Strong answers also benefit from clear writing, logical organization, and good judgment. I value essays that tackle the core. In addition, attendance will be considered in grading. In particular, your final grade may be adjusted by one increment based on attendance.

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