CASES IN BUSINESS LAW
Obiettivi formativi
Doing business requires a solid knowledge and a good handling of the legal framework governing commercial transactions and business operations. Furthermore, in a globalized market, such skills often overtake the boundaries of a sole jurisdiction and challenge the operators to confront themselves with complex business operations which involve multiple jurisdictions, whose obstacles are also represented by cultural barriers and different economic systems, as well as the influence of regulatory entities and global geo-political trends. The competencies to be developed aim to enable the students to govern the basic tools of business law not only on a domestic platform, but also with a look to the international practice, and thus achieve knowledge on a more comprehensive running of an enterprise. The final objective is to enable the students to think independently about business situations, identifying the strategic and legal issues involved in business transactions.
Specifically, the course is designed to:
challenge students to think critically about various facets of business operations and global competition;
familiarize students with the problems and perspectives of doing business;
negotiate and conceive agreements that may maintain validity also under multiple jurisdictions;
foster an appreciation of the external forces that influence and shape the business manager’s job;
assist students in acquiring the skills necessary to analyse, assess, design and implement business strategies, programs and plans.
Risultati di apprendimento attesi
Knowledge and understanding:
The course provides advanced knowledge on key business law matters as well as analytical resources that will enable students to understand, cope with and address the main legal issues which may impact on both domestic and cross-border complex business transactions.
Applying knowledge and understanding:
The students will be able to:
apply the legal knowledge acquired to both domestic and cross-border complex business transactions, start-ups and project finance;
examine, understand and address major legal issues in connection there-above.
Making judgements:
We expect students to be able to analyze business transactions and major controversies or set-up new business ventures to demonstrate an indepth critical understanding of applied business law.
They are expected to be able to identify applicable legal frameworks to business transactions as well as discuss and evaluate key legal issues in view of addressing them within the context of either complex business cases (including litigations).
Communications Skills:
This course will give the students the possibility to acquire and understand major terms and concepts
in order to communicate their ideas, proposals, analysis and critical reasoning in the field of business law in the most effective and appropriate way.
Learning skills:
This course will contribute to empower learners giving them the tools to determine in an independent way which legal frameworks apply to business transactions, how to implement them in the context of both domestic and cross-boarder operations and how to address the corresponding legal issues which may obstacle or delay the completion of business transactions.
Contenuti Del Corso
The course focuses on the Italian and EU business law with an overview of the means of conducting international business.
Therefore, the content of the course includes the following: (1) Introduction to business law and to the principals of doing business in a globalized world; (2) the main players in business law (companies, entrepreneurs, venture capitalists, ect.); (3) the intangible assets (Intellectual Property, Trademarks, Patents, Insignia, ect.); (4) the market regulation (unfair competition, antitrust, privacy) and the relevant regulatory authorities; (5) a module on project finance and preferred industries of application thereof; (6) business structures in cross-boarder operations and regulation thereof; (7) dispute resolutions: arbitration, mediation and ADR. Foreign investments and ICSID Arbitration.
Testi Di Riferimento
Andrea Sacco Ginevri, Commentaries and cases on Italian Business Law, Cedam, 2020
Alessandro De Nicola and Marco Carone, Italian Business Law, (EGEA).
Metodologie Didattiche
Traditional lectures + case discussions + moot courts and project works. Students’ participation during lectures is strongly encouraged and will be considered in the final assessment.
Modalità di verifica dell'apprendimento
The format of the final exam will be oral. The delivery of project works, participation to moot courts and case discussions during classes will count for the 70% of the final evaluation. Students are hence strongly recommended to active participation. For those who may not attend the lessons for justified reasons, the oral exam shall weigh entirely.
Criteri per l’assegnazione dell’elaborato finale
The formal request for a final dissertation is based upon the submission of a research proposal by students who achieved a high final score at the end of the exam and demonstrated during the course attitude in analyzing business cases and materials also from a practical perspective. The research proposal shall include the following:
The object (topic, research question and context investigated: market, product/service);
Goals to achieve;
Methodology;
Statement of purpose;
List of exams still to be taken and CFU score
The number of the dissertations proposal accepted is based upon a competitive selection. It is strongly recommended to write an interesting and clear research proposal
Il syllabus affronta temi collegati alla sostenibilità?
YES it does. Project Works assigned shall be focused on sustainability, circular economy and smart economy. In addition, lessons on Social Licensing shall be focused on impact/influence of sustainability issues on business ventures and models, and on regulation thereof.
Settimana 1
On Line:
Introduction to the course
Sources of Business Law
Enterprise and entrepreneur under the Italian Civil Code;
Profit making vs/ no-profit making purposes
Companies, types of companies, group of companies and conglomerates;
Definition of national and of multinational enterprises.
On Campus:
Establishment of a company, the articles of incorporation, the Statutes, the different classes of shares, the shareholders agreements.
Case Discussion: the Loyalty Shares case.
Settimana 2
On Line:
The business and the enterprise;
The events of a business: start-up, running the business, sale and lease of a business; exit strategies (IPO vs/ M&A) and the Dual Track Process.
On Campus:
Case Discussion: the Nuovo Trasporto Viaggiatori case
Settimana 3
On Line:
Business transaction: negotiation techniques, preparatory documents, contracts.
On Campus:
Operating in and out of regulated legal frameworks. The so-called Contratto Normativo.
Settimana 4
On Line:
Notion of Cross-border operations and analysis of related issues and preparatory framework:
acting on a global economic environment
identify main players;
risk assessment;
social licensing.
On Campus:
Case Discussion: Meridian Gold vs. Esquel Residents.
Settimana 5
On Line:
Cross-border operations within the EU legal framework:
the role of regulatory agencies;
tax planning and anti-tax elusion regime.
On Campus:
Case discussion: the Fiat Chrysler Automobiles Case
Settimana 6
On Line:
The Project Finance
the regulation of project financing in the Italian legal system and in the International Business Practice;
financing private and public projects;
corporate structures and business models;
the industries targeted by Project Financing models.
On Campus:
Outline of Project Finance—related project works to be assigned for discussion.
Settimana 7
On Line:
The Intangible Assets:
insignia, trademarks, brands, patents, copyright;
the use and circulation of intangible assets (assignment, licensing, franchising, merchandising).
On Campus:
Moot court: the MilleMiglia Case
Settimana 8
On Line:
Competition between enterprises
Unfair competition: cases and peculiarities under the Italian Civil Code;
Ambush marketing, the Nairobi Convention on Olympic Insignia;
Focus on comparative advertisement and notion of consumer under the EU law; introduction to the Moot Court
On Campus:
Moot court: Ryanair vs. Alitalia
Settimana 9
On Line:
Foreign Direct Investments
Protection of Foreign Direct Investments in the Washington Convention;
Resolving Foreign Direct Investment-related Disputes: ICSID Arbitration.
On Campus:
Case discussion 1: Tango Bonds Case
Case Discussion 2: the Vivendi / TIM Case
Settimana 10
On Line:
Elements of Dispute Resolution
Overview of Arbitration, Mediation and ADR (Alternative Dispute Resolution);
Considerations on the Impact of EU law on National Civil Procedure;
Harmonization of Conflict of Law Rules;
The Recognition and Enforcement of Foreign Judgments;
The Harmonization of Interim Measures Granted by the Emergency Arbitrator in the European Union.
On Campus:
Presentation of and discussion on assigned project works on project finance.
Settimana 11
On Line:
The regulation of competition
Public law perspective: the limitation on competitions, the antitrust law within the EU uniform legal system and the limits in the application of the Italian Antitrust law
Monopolies, concept of dominant position, state aids, abuses and exemptions;
The consortia
On Campus:
Case discussion: The Italian and EU natural gas market liberalization.
Settimana 12
On Line:
Presentation of and discussion on assigned project works on project finance
On Campus:
Presentation of and discussion on assigned project works on project finance.