The course introduces students to the legal rules governing business. The main goal is to provide students with a solid understanding of Business Law and its functioning in both common law and civil law jurisdictions. More specifically, the course will provide students with an overview of Business law in Europe and in the United States and an analysis of some key topics (e.g., sole proprietorship vs partnerships, limited liability companies, and corporations; antitrust; bankruptcy and Chapter 11). It will then focus more extensively on corporate law and governance. In addition to building a corporate law background, the course will also introduce students to more advanced corporate law and governance concepts, such as shareholder activism, corporate purpose, and financial markets’ short-termism. For many of the topics covered by the course, the analysis will focus on both the European (with some country-specific analyses) and the U.S. legal frameworks.

Knowledge and understanding: By the end of the course, students should be able to: • understand basic principles of competition law and bankruptcy; • understand the main differences between partnerships and corporations, as well as the corporate governance devices through which they are organized and operate; • understand how corporations operate within financial markets; • understand the main challenges faced by corporations, their boards, and their shareholders, and be able to critically analyze them from a legal standpoint; • navigate the European corporate and competition legal environment; and • more broadly, understand how legal design can affect financial markets and the economy at large. Applying knowledge and understanding: Upon completing the study program, students will be able to: • interpret and apply business and corporate law principles and rules, with particular reference to the European legal framework; • apply legal principles and rules to identify solutions to legal issues; • identify policy solutions to existing issues in the corporate law realm and assess their costs and benefits; and • use a mixed background in both law and economics to work within interdisciplinary teams and communicate with legal experts. Making judgements: Upon completing the study program, students will be able to: • independently identify the legal principles and sources necessary to solve business as well as corporate law issues; • independently assess costs and benefits of policy and industry developments in the corporate law and financial markets realms; and • read financial markets’ events with a legal eye. Communications Skills: Upon completing the study program, students will be able to: • develop the ability to elaborate on business and corporate law issues by participating in class debates; and • foster the development of relational skills in international and interdisciplinary settings, in particular by leveraging on their understanding of both the legal and economic elements of a given transaction, deal, or event. Learning skills: Upon completing the study program, students will be able to: • build on the acquired knowledge to further their understanding of corporate law and financial markets by undertaking additional courses or training in the area; • leverage the background and analytical skills developed in the course to access, after completion of their studies, advanced degrees, such as Master’s degrees.

The course will begin with some introductory classes that will provide an overview on: • Business law in Europe and in the United States, with emphasis on the different functioning of common and civil law systems; • sole proprietorship and partnerships, limited liability companies and corporations; • competition law; • bankruptcy and Chapter 11. The course will then explore a wide range of topics and issues in corporate law and governance, including: • formation and status of a corporation; • capital structure: equity (shares, including dual-class structures and loyalty shares) and debt (bonds); • shareholders (with focus on shareholder rights and voting, as well as on shareholder activism); • the board (composition; executive compensation; powers; duties of care and loyalty; liability); • internal and external controls; • changes in structure: mergers; acquisitions; hostile takeovers; conversions; split-ups. The course will also introduce students to more advanced corporate governance topics, such as stakeholder capitalism, corporate purpose and time-horizon; hedge fund activism; index funds stewardship.

Reference Books (limited to the parts that will be assigned by the instructor): 1) Nicola De Luca, European Company Law (2nd edition, 2021) or Andrea Vicari, European Company Law (2021); 2) Richard Whish & David Bailey, Competition Law (10th edition, 2021). Slides, materials, research papers, and case studies will be listed and made available on the e-learning platform and assigned to students on a weekly basis. Updated versions of relevant laws, as from time to time provided or indicated to the students, shall always be consulted. Although not necessary for exam purposes, students who are particularly interested in deepening their understanding of the Italian legal framework on entrepreneurs and companies are welcome to consult the following book: M.S. Catalano, M. Di Sarli, E. Fregonara, G. Garesio, M. Irrera, A. Monteverde, G. Policaro, I. Pollastro, L. Quattrocchio and B.M. Scarabelli, Entrepreneurs and companies in the economic system, Handbook of Italian Business Law (2025).

Classes will be based on both frontal instruction and interactive teaching (e.g., active participation and discussion). During each class, randomly selected students will be asked questions about the materials assigned for the given lecture and will be required to take a position on the most controversial issues in the same materials. This will prompt discussion among groups of students, with the goal of stimulating critical thinking. Students’ participation will be part of the final assessment. Therefore, for each class, students will be expected to have already studied the assigned materials. All communications related to the organization of the classes, exams, materials and pages to be studied in advance for each class will be posted on the page of the course on the Luiss Learn platform (students will be able to access them in the home page and in the “Announcements” section). It is important to familiarize with the platform and to regularly check the course page to remain up to date with any announcements.

The final grade will be based on three elements: (i) students’ attendance rate and participation in the class discussions (“cold-calling”), which will account for 35% of the final evaluation; (ii) mid-term exam, which will account for 35% of the final evaluation; and (iii) final oral exam, which will account for 30% of the final evaluation. Cold calling Students will be expected to study the assigned materials (posted and/or indicated on Luiss Learn) before each class. Randomly selected students will be asked questions and opinions about the lesson’s topic. Mid-term exam The mid-term exam will cover all the topics in the slides, readings, research papers, and materials assigned on Luiss Learn and discussed in class from Week 1 to Week 7. The test will consist of 30 multiple-choice questions, with a duration of 1 hour and 30 minutes.  The only way to take the mid-term exam is in class on the assigned day and time. Students must use their personal laptops or tablets, and there will be no alternatives available to take the mid-term exam. During the test, students will not be allowed to navigate between questions: they must answer the questions of the quiz in order and may not return to previous questions. Once students have answered a question and moved on to the other page of the quiz, they will not be able to go back to review or change previous answers or answer questions they have not answered. Final oral exam The final oral exam will cover all the topics studied during the entire course. It will be held at the end of the course, with the first session in December and the second in January. In addition, students will have the possibility to take the oral exam in May/June and in September (“retake sessions”). If students fail the oral exam or decide to withdraw before the final grade is recorded, they may come back and retake it at the following exam sessions. Students are not required to take the oral exam in December at the first session: they may also choose to take it directly in January or in any of the retake sessions. In detail: For the first exam session of December and the second session of January, at the end of the course, attending students may decide to change their status to non-attending. This means they can discard the grades obtained during the course for attendance, “cold-calling”, and the mid-term. To become non-attending, attending students must communicate their decision to the Professor no later than one week before the exam date in December. In this case, the student becomes a non-attending student for all the following exam sessions. Attending students may maintain their attending status only for the first two exam sessions (December and January only). Starting with the retake session of May, and for all the following retake sessions, all students will be automatically considered non-attending. This means that they “lose” the grades obtained during the course. Non-attending students All students are automatically enrolled as attending. Those wishing to be non-attending are required to apply for a non-attending status. To do so, they shall send a written request to the instructor at the outset of the course (i.e., by the date that will be communicated in the first class by the instructor). For non-attending students, the final exam will account for 100% of the final grade. In addition to all the materials and readings assigned to attending students, non-attending students will be required to study the additional materials that will be communicated by the instructor.

Successful completion of the three-pronged assessment and a keen interest in the subject.