GOVERNANCE, LAW AND BUSINESS ETHICS

The course aims at introducing students to the core legal problems of corporate governance, integrating them with issues of business ethics and compliance within a business and corporate law framework. Students are expected to: a) acquire a solid understanding of the legal structures of corporate governance, also in a comparative perspective; b) analyze how ethical standards are incorporated into legal rules, compliance systems, and corporate practices; c) develop the ability to critically discuss directors’ duties, conflicts of interest, and corporate misconduct; d) understand the evolution of corporate governance in light of ESG and sustainability.

A basic understanding of business law is required.

KNOWLEDGE AND UNDERSTANDING: The course aims at providing the students with a solid understanding of: the legal foundations of corporate governance; the main legal structures and mechanisms governing corporations; the interaction of business ethics, soft law instruments and corporate governance codes with binding rules; the role of compliance systems; the recent developments in sustainability, ESG and stakeholder-oriented governance. This knowledge and understanding will be developed through frontal lectures, problem-based interactive learning, practice exercises, group work and team work, role playing and simulations. During the course the students will be encouraged to analyze and actively discuss cases and materials and will be invited to participate to seminars and conventions. APPLYING KNOWLEDGE AND UNDERSTANDING : By the end of the course the students will be able to: a) apply legal concepts and categories to practical cases involving corporate governance issues b) assess the legal implications of corporate decisions and governance structures c) interpret and evaluate corporate governance practices, compliance programs and disclosure obligations in real-world scenarios d) identify legal risks and propose legally sound solutions in a corporate context MAKING JUDGEMENTS: The students will develop the ability to evaluate the effectiveness of legal rules, soft law instruments and compliance mechanisms in addressing agency problems and ethical risks. They will be able to develop independent judgments on the interaction between law, ethics and business practices. COMMUNICATION SKILLS: The students will get familiar with corporate law technical language and will develop the ability to clearly and effectively communicate and discuss legal topics concerning corporate governance and business ethics. LEARNING SKILLS: By the end of the course the students will have developed the ability to autonomously deepen their knowledge of corporate governance topics and to connect different areas (corporate law, financial markets, compliance, ESG).

The course examines corporate governance and business ethics through the lens of business law. It explores how ethical principles are translated into binding legal obligations, compliance systems, best practices and liability regimes. The first part of the course introduces the concept of corporate governance, its evolution, and its legal foundations, from a comparative legal perspective across major jurisdictions. The second part provides an overview of the main legal issues of corporate governance, including those concerning board of directors, fiduciary duties, conflicts of interest, and minority shareholder protection, with attention to how legal systems and corporations address agency problems and ethical risks. The third part examines compliance and corporate responsibility, highlighting the increasing role of ethics as a source of legal obligations. During the course, students will be encouraged to actively discuss cases, materials, and practical problems.

R. Kraakman et al., The Anatomy of Corporate Law: A Comparative and Functional Approach, Third Edition, Oxford University Press, 2017. Extra readings on corporate governance, compliance, ESG, and business ethics, will be provided during the course. Slides and case materials will be shared during the course.

Frontal lectures (theory and case law analysis), practice exercises, class discussions and problem-solving sessions.

Students attending the course are involved in a continuous assessment, which accounts for one third (1/3) of the overall evaluation. During the continuous assessment, students are required to complete various activities and assessments designed to monitor their ongoing learning and the acquisition of skills. These activities may include practical exercises, group projects, presentations, individual tests or assignments, or other forms of evaluation. At the end of the course, during the exam sessions, attending students sit an individual final examination which accounts for two-thirds (2/3) of the overall evaluation. The final examination consists of an oral exam, aimed at verifying the knowledge and skills acquired.

Upon merit.