The course will introduce you to the Law of corporations and financial markets through the Law and Economics approach. 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

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. v

The course will introduce you to the law, policy, and theory of business corporations. We will delve into the corporate form and investigate how its story is inextricably entangled with the story of 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 corporation across the jurisdictions of the major 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. Our final meetings will be devoted to M&A—transactional planning (in particular, takeover strategies and defensive tactics) and litigation. In the second half of the course, we will dedicate five class periods to Italian Corporate Law, in particular with regards to S.P.A. and S.R.L.; as well as European Antitrust Law.

The course includes five main sets of materials; however, the Course Packet—along with the cases, statutes, and regulations it references—is the only required material. They are as follows: 1. Course Packet. We will use slides as a teaching/learning aid throughout the course. These slides constitute the Course Packet. The Course Packet covers the entire program and is what you need for the final exam. The Course Packet is articulated in 11 Sections with an Additional Section on Italian Corporate Law—I will gradually post these Sections on MyLuiss (before the class meetings during which we cover the corresponding topics). Therefore, before the end of our sessions, the entire Course Packet will be available on MyLuiss. (This Course Packet is also referred to as ‘Packet Sec. [the number of the section]’ in the Course Schedule) 2. Course Casebook. In addition to the Course Packet, I will make a customized Casebook available on MyLuiss. This Course Casebook contains a carefully curated selection of legal precedents that are essential for grasping the foundational principles and applications of the concepts we will cover throughout the semester. If you have a particular interest in a topic, you are encouraged to read the relevant cases. Nevertheless, you are only required to read the cases specifically cited in the Course Schedule. 3. Supplemental Resources. The Course Packet and the Course Casebook will be the main references for our course. While all essential information found in the exam has been provided herein, should you feel the need for further context, you may also consult the following supplementary resources: i. Bainbridge, Corporate Law, 5th ed. (2026) as the textbook (this book is also referred to as ‘Bainb.’ in the Course Schedule); ii. You are also welcome to consult any casebook you prefer—such as Allen, Kraakman & Khanna, Commentaries And Cases On The Law Of Business Organization, 7th ed. (2025)—or retrieve the cases from other sources, provided that you read the cases cited in the Course Packet. 4. Additional Materials. From time to time, we might also supplement slides with additional materials (research papers, excerpts, cases if not available in the Course Casebook, practice tests), which will be distributed through MyLuiss in due course. 5. Statutes and Regulations. Statutes and regulations are extremely important. You must read the key provisions discussed in the course packet 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., see Delaware General Corporation Law, https://delcode.delaware.gov/title8/c001/index.html). I also encourage you to consult the ‘Links of Interest’ that I posted on MyLuiss.

Lectures, home assignment (take-home paper), case analysis and in-class briefing. 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 4 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] Corporate Law opt-out for [Date in the following format: March 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: • 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 and of the Model Business Corporation Act. The exam may include essay prompts and/or issue spotters; • 20% – a take-home paper (4000 words maximum). Essay prompts will be released in due course, through MyLuiss; • 50% – 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 and of the Model Business Corporation Act. 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 and participation will be considered in grading. In particular, your final grade may be adjusted by one increment based on attendance and participation: one point up (e.g., ’26’ may become ‘27’).

Final grade ≥ 28