EUROPEAN BUSINESS LAW

EUROPEAN BUSINESS LAW

Nicola De Luca

Obiettivi formativi

The course will strengthen the students’ abilities to use legal comparative analysis, and will provide all relevant information on the EU regulation concerning corporate law and governance. They will also take advantage of both a law and economics approach and of a traditional civil law based method of learning

Risultati di apprendimento attesi

The course requires student to be familiar with business law and company law of their country of origin. The exam cannot be taken before DIRITTO DELL'UNIONE EUROPEA and DIRITTO COMMERCIALE 2.

Contenuti Del Corso

The course of European business & company law is aimed at students choosing a concentration in “Diritto ed economia delle imprese e dell'innovazione.” As the course will be held in English, this is also designed for Erasmus students visiting Luiss University, School of Law, for one or more semesters. The course aims at giving an insight into European business law and in particular into evolutionary profiles of corporate law. Lectures basically focus on EU Directives and Regulations, and on EU case-law on corporate law. Moreover, lectures will address those issues arising in the international and comparative corporate law debate which lead or have led the EU commission to making proposals for a new (or amendment to the existing) legislation.

Testi Di Riferimento

N. de Luca, European Company Law, Text, Cases & Materials, Third Edition, Cambridge University Press, forthcoming 2025

Metodologie Didattiche

Lectures

Modalità di verifica dell'apprendimento

During the oral exam the student will be required to show that he/she knows and understands notions and principles of European Business Law and that he/she is able to apply them to practical cases. The student is expected to be able to independently analyse sources and relevant theories of business and company law and to use the appropriate technical and legal vocabulary, thus proving that he/she has acquired the study method and the learning ability for carrying on, also independently, further study of the matter. The following evaluation criteria will be taken into account to assign the final grade, expressed in thirtieths: - knowledge and understanding of the notions and principles of the matter and ability to apply them to concrete cases (65%); appropriate use of the technical and legal vocabulary, ability to analyse and evaluate relevant sources and acquisition of the study method (35%). Learning gaps concerning one or more notions or principles will lead to an insufficient evaluation, even in presence of a basic knowledge of the matter. As midterm verification, students will be invited to submit an essay, within a limited number of words or characters, in reaction to readings which will be assigned during the course. The essay will be considered as a take home. The student is therefore expected to be able to independently use any on-line and librarian sources and to write in good English. Essays will be evaluated based on a) accuracy; b) organization; c) language skills; d) personal contribution. Grades will be expressed in letters and contribute to the final grade, after the oral exam. Submitting essays is optional, but strongly recommended. In case students have submitted essays, the result is taken into account and contributes to 33% of the final grade; generally students will receive grades in thirties corresponding to the range of the letter they have been assigned (i.e. A= 27-30).

Criteri per l’assegnazione dell’elaborato finale

Students will be selected upon merit.

Settimana 1

Lecture 1-3: Intro The Origins and Future of European Company Law (Ch. 1-4).

Settimana 2

Lecture 1 Freedom (and freedoms) of establishment (Ch. 5); Lecture 2 Primary establishment (Ch. 5); Lecture 3 Case law (Ch. 5).

Settimana 3

Lecture 1 Secondary establishment and related case law (Ch. 6); Lecture 2 New legislative trends (Ch. 7). Lecture 3 Cross-border insolvency and related case law (Ch. 20).

Settimana 4

Lecture 1 Formation of a NewCo and related case law (Ch. 8); Lecture 2 The Formation of an SE (Ch. 9). Lecture 3 Legal capital: an introduction. Capital formation (Ch. 10).

Settimana 5

Lecture 1 Capital maintenance rules (Ch. 11); Lecture 2 Serious Losses and Recapitalize or Liquidate Rule (ROL) (Ch. 11); Lecture 3 The EU accounting rules (Ch. 12).

Settimana 6

Lecture 1 Corporate Governance; (Ch. 13); Lecture 2 Systems of Management and Control (Ch. 14). Lecture 3 General Meeting (Ch. 15);

Settimana 7

Lecture 1-2 Protection of Minorities and Equal Treatment of Shareholders (Ch. 16); Lecture 3 The Golden Shares Case Law (Ch. 16).

Settimana 8

Lecture 1 Capital markets (Ch. 17); Lecture 2: Takeover regulation (Ch. 18) Lecture 3: Audiolux Case (Ch. 18).

Settimana 9

Lecture 1: Merger (Ch. 19) Lecture 2: Division (Ch. 19) Lecture 3: Conversion (Ch. 19)

Settimana 10

Lecture 1 Introduction to competition law, main principles of economic theory, basic concepts of competitions models Lecture 2 Definition of undertaking in competition law Lecture 1 Definition of undertaking in competition law. Distinction between undertaking and other activities. Case analysis on the concept of undertaking. Single economic entity theory. Lecture 2 Case analysis

Settimana 11

Lecture 1 Art. 101 TFUE. Agreements, decisions and concerted practices. Lecture 2 Case analysis Lecture 1 Art. 101: cartels and other infringements Lecture 2 Case Analysis. Lecture 1 Art. 101.3 TFUE the exception to the prohibition in Art. 101.1. Reg. 1 2003. Lecture 2 Case Analysis. Lecture 1 Art. 102 TFUE. The relevant market and the definition of dominant position. Lecture 2 Case analysis

Settimana 12

Lecture 1 Art. 102 TFUE. Non pricing practices; Pricing practices Lecture 2 Case analysis. Lecture 1 The public enforcement of art. 101 and 102 TFUE, commitments and fines Lecture 2 Leniency programs Lecture 1 Mergers Control. Lecture 2 Case analysis. Lecture 1 Mergers Control. Lecture 2 Case analysis.