BUSINESS LAW AND ICT

Andrea Giannaccari

Instructional goals

The course will provide students with a sound understanding of the most fundamental business issues concerning the intersection (sometimes emerging as a clash) between the legal institutes and the new technologies, especially the Artificial Intelligence ones. In this perspective the course seeks to assess the dynamics and the business implications stemming from the current digital transformation, scrutinizing the legal aspects that firms and users have to deal with in the rapidly changing economic scenario. Accordingly, the different modules will analyse the core aspects of the business and digital and AI law, also through a critical assessment of the main practical cases as to enhance the students’ critical thinking and to underline that in an interconnected world, technology law issues are global in scope. The main areas of interest are: contract models and the role of new technologies (Internet, multi-sided platforms, apps); Consumer protection in the digital age; Competition law and policy, with specific attention to the competition challenges posed by the ‘Big Five’ tech companies (Google, Microsoft, Apple, Facebook, Amazon); Different forms of online advertising (including search engine marketing, email marketing and social media marketing) and their regulation in the different jurisdictions; The role of IPRs in the digital environments; BIG DATA, artificial intelligence and legal challenges (including the GDPR Regulation); The EU regulations: AI Act, Digital Markets Act, GDPR, Digital Services Act, Data Act, Data Governance Act.

Prerequisites

Student are required to have a background of the general theory of law, with specific enhpasis on the problems of today legal rules to regulate technological phenomena. Advanced knowledge of AI and Information and communication technology devices is recommended

Intended learning outcomes

At the end of the course, students will have acquired an in-depth and critical knowledge of the most relevant issues located at the crossroad between technologies, including those related to artificial intelligence, and legal institutions. In this perspective, they will also be able to analyze and suggest business strategies to be adopted in the different legal and regulatory contexts.

Course Contents

Legal frontiers in the Digital World. The complex relationships between disruptive technologies, business strategies and (global) legal rules. Big Data and Law. Definition of Big Data. The business models based on the collection, processing and use of large volumes of data. Critical analysis of the legal issues, including smart contracts, privacy regulation, algorithmic accountability and property rights. The legal, policy and regulatory issues pertaining to Artificial Intelligence. The problems concerning an accountable, fair and transparent AI. the EU AI Act Compliance; the experiences of China and the United States in regulating the Artificial Intelligence. The possible legal frameworks. Intellectual Property in the Information Age: patents, copyright, trademarks, trade secrets. The economics and strategic management of IP in large corporations. The standard setting organisations and the related legal issues. Intellectual Property agreements and commercial contracts. Technology transfer. IP and software licensing. Online Advertising and Applicable Legislation. Firms’ strategies in advertising campaigns. Competition theory and market structure; goals of competition policy; market power; market definition; restrictive agreements; rules of reason v. per se rules; the economics of collusion; horizontal cooperation; vertical restraints; singlefirm conduct; the economics of market power and abuse of dominance; excessive prices; predatory pricing; exclusive dealing and loyalty rebates; refusal to deal; margin squeeze; tying; concentrations: unilateral and coordinated effects; efficiencies. Mergers in digital markets and the "Killer acquisition" problem. Public and private enforcement of competition rules. The Digital Markets Act and its intersection with competition law.

Reference Books

Papers, book chapters and other course materials concerning all the topics will be handed out during the course, also on the basis of the students interests. The course’ slides will be made available upon students’ request.

Teaching Methods

Traditional frontal teaching is supplemented with dialogic discussion in order to stimulate the active role by the students. Particular attention will be also given to the critical analysis of real cases.

Assessment Method

Written examination. The exam aims at assessing whether the student has acquired an adequate understanding of the institutions dealt with during the lessons. During the course, students are invited to present real cases concerning AI and other different firm strategies in the hi-tech domains.

Thesis assignment criteria

Marked interest for an issue. Passing of the exam.

Week 1

The legal frontier and new technologies. The complex interaction between technologies, business strategies, and legal institutions. The intersection of law and technology is introduced, focusing on regulations affecting digital markets and Artificial Intelligence. From this perspective, the regulatory models adopted in different jurisdictions (EU, China, and the United States) in relation to these phenomena are first discussed. Mechanisms for mitigating systemic risks, algorithmic transparency, and the protection of users' fundamental rights are examined; the global challenges of cross-border supervision and enforcement in the current technology ecosystem are also scrutinised.

Week 2

Competition law and policy, with specific reference to digital markets. Evolution of the competition theory and the main approaches to competition law: Chicago, Harvard, Ordoliberal School. Objectives of competition law: efficiency, welfare, market integration, economic inequality. Legal frameworks in the US, EU and Italy. Market power. Product and geographic market. Demand and supply-side substitutability. The SSNIP test. Empirical and econometric tools. The main application problems and the digital markets. Barriers to entry.

Week 3

Single-firm conduct. Dominant position. Abuse and monopolization. Types of abuses: exploitative and exclusionary practices. Excessive prices and price regulation. The general approaches to conducts which can be abuses: the US and EU perspectives. The intellectual property clash with antitrust: legal monopolies vs. economic monopolies. The main types of behavior that can be abusive when practiced by firms enjoying market power. Refusal to deal and the essential facility doctrine: the economic insights; the EU and US approaches; the Microsoft case. Tying and Bundling: economic analysis and efficiency explanations; EU and US approaches; the Google case. Predatory pricing: economic theories, deeppocket models, reputational models, signaling models and behavioral approaches; EU and US approaches; the Amazon case. Discounts and rebates: pro-competitive and anticompetitive effects; EU and US legal analysis; loyalty discounts, bundled discounts and hybrid discount schemes; the Intel case.

Week 4

Restrictive agreements in the digital markets: the economics of collusion. Algorithmic collusion. Restrictions of competition as the object or the effect of cooperation. Exemptions. Rule of reason and per se rules. Welfare effects of collusion. Conditions leading to collusion. Tacit collusion and price parallelism. Plus factors and facilitating practices. Horizontal cooperation. Block exemption regulations. Individual assessment. Information exchange. Main types of vertical restraints. Economic analysis. Vertical restraints under the US and EU laws. Block exemption. Individual assessment: the E-books case

Week 5

Merger control in the digital environments. The economics of merger control: quantitative and qualitative analysis. Typologies of mergers: horizontal, vertical, conglomerate. Substantive tests in the US, EU and Italy. Structural parameters. Unilateral and coordinated effects. The procedure. Failing firm defence. Market shares and concentration levels. Commitments and other remedies. The Google/DoubleClick and Facebook/WhatsApp merger

Week 6

Artificial Intelligence: Major Regulatory Issues and the Global Challenge. The philosophical, legal, and geopolitical dilemmas surrounding AI governance are explored, analyzing how the different global power blocs—the US, China, and the European Union—are addressing the regulatory challenge. The balance between protecting citizens' fundamental rights and the need to avoid stifling technological and economic innovation is explored. The choice of a "horizontal" framework law (applicable to all sectors) versus a preference for "vertical" rules. The legal debate over the adequacy of existing law versus the need to create entirely new regulatory systems.

Week 7

EU Regulation 2024/1689 (AI Act). The (technical and operational) analysis of the first global law on artificial intelligence. The objective is to understand how the risk-based approach translates into compliance obligations, penalties, and deadlines for AI developers and users (not only) in Europe. The Regulation's Architecture: the subjective (suppliers, deployers, importers) and objective scope concerning the application of Regulation 2024/1689. The Risk Pyramid. Governance and Generic AI Models (GPAI). The special rules introduced for basic models and large language models (LLMs), including systemic risk management. Compliance obligations for the affected parties. The roadmap for its entry into force and the fining framework. The first practical cases.

Week 8

Big Data and Law. Definition of Big Data. The business models based on the collection, processing and use of large volumes of data. The strategic role of data analysis in the firms decision-making process and in the competition discourse. The precompetitive and the negative effects in terms of market competition, privacy and consumer protection. The Facebook case. Critical analysis of the legal issues in relation to the data revolution, including smart contracts, privacy regulation, algorithmic accountability and property rights.

Week 9

The GDPR and data processing in high-tech contexts; the scope of the regulation with respect to business models based on the monetization of personal data and cross-device tracking; the algorithmic roles and responsibilities of tech giants and software service providers as data controllers or processors; the key rules applied to artificial intelligence, automated profiling systems, and predictive consent mechanisms under the principle of privacy by design; the impact of cross-border transfers of big data, the risks of technological surveillance, and the effectiveness of the fines for violations of the rules. The institutions responsible of its enforcement.

Week 10

The DIGITAL SERVICES ACT: from the e-commerce (Directive 2000/31/EC) to the single market for the digital services. The objectives of the DSA: security, transparency, and the protection of fundamental rights. The provider classification: from mere services conduit to VLOPs and VLOSEs. The principle of asymmetry of the due diligence obligations. Notice and action mechanisms and remedies for the users. The general liability exemption and the general ban on surveillance. Algorithmic transparency, recommendation systems, and systemic risks. Supervisory architecture: Digital Services Coordinators (DSCs) and the role of the EU Commission. By the end of the session, students will be able to understand the structure and main objectives of EU Regulation 2022/2065; identify the different categories of online intermediaries and their obligations; analyze the new platform liability regime for illegal content; and assess the impact of the new rules on the protection of fundamental rights online.

Week 11

The DIGITAL MARKETS ACT: the European solution to enhance fair and contestable digital markets. The goals of the regulation and the actors involved. The role of gatekeepers; the prohibitions for companies falling within its scope. The do's and dont's for the parties. The rights for the consumers: choice of digital services, data ownership, seamless data portability, streamlined access, unbiased search results. The rights for businesses: APP distribution, ensuring fair play, effective access to data, interoperability, fair ranking, fair sales terms

Week 12

The Digital Markets Act and the first cases concerning its application. Apple and Spotify; Meta and the "pay or consent" model; Apple and SIRI AI; Google and the service interoperability.