The formative objective of the course is to teach fundamentals of: (i) business law; (ii) company law; (iii) financial market regulation; (iv) antitrust and economic regulation. The subjects will be analyzed from an international perspective, by focusing on Italian, UK, EU and US jurisdictions.

By participating to lectures and presentations and solutions of cases students will develop the ability to understand and interpret legal provisions and to apply them to real facts, analyzing the main differences among the various jurisdictions the course is based on (Italy, UK, US and EU). The course will offer key theoretical and practical tools to compare business and company law across UK, USA, Italy (one belonging to civil law, two belonging to common law) as well as to acquire knowledge of antitrust regulation and EU legislation. In addition, this course provides advanced knowledge and critical capabilities to analyze business case law and business cases. The students will be able to: apply and compare business legal categories across UK, USA, Italy; examine major issues of corporate governance and financial markets' characteristics in the tree jurisdictions; understanding economic rationale behind different rules; understanding legal decisions with reference to corporations in the three jurisdictions. Making judgements: We expect students to be able to analyze rules and case law to demonstrate an in-depth, critical understanding of the scope and challenges of corporate governance. They are expected to be able to discuss and evaluate key policy and economic choices with reference to relationship between majority / minority shareholders; directors' duties and liabilities; allocation of powers between directors and shareholders in the three jurisdictions; ownership structures of financial markets and consequential corporate governance rules; interests of shareholders vs. stakeholders to be pursued at law in the three jurisdictions. Throughout the whole course, students will be invited to critically analyze rules, case law and antitrust business cases - getting to know rules through their practical application to cases. Communications Skills: This course will give the students the possibility to acquire and understand major legal terms and concepts in order to communicate their ideas, proposals, analysis and critical reasoning in the field of business and company law, antitrust and economic regulation in the most effective and appropriate way. Learning skills: This course will contribute to empower learners giving them the tools to determine why certain economic and policy choices are followed and others are not and to evaluate the corporate governance models, as well as antitrust and regulatory issues, in an independent way.

With reference to Italy, United Kingdom and USA, contents of the first part of the course are: main rules of business and company law addressed under a functional approach by dealing with legal as well as economic aspects. In particular: sole proprietorships as organizations; partnerships; companies limited by shares (private and public companies); ownership structure of financial markets, agency problems and governance structures in public companies; directors' duties and liabilities also with reference to sustainability and climate change; protection of minority shareholders. The second part of the course will address: competition theory and market structure; goals of competition policy; interface between competition law and sector-specific regulation; market power; single-firm conduct; dominant position; abuse of dominance; restrictive agreements; the economics of collusion; horizontal cooperation and vertical restraints; concentrations: unilateral and coordinated effects; efficiencies and other countervailing factors. Rules as well as case law will be examined.

Bruno S., Foundations of Business and Company Law: US, UK, Italy and the European Context, 2024, Giappichelli - Springer. Cases and materials on Luiss Learn. For the second part of the course students may use: R. Van Den Bergh-P. Camesasca-A. Giannaccari, Comparative Competition Law and Economics, Edward Elgar, 2017 (chapters 1-7, 9) or, as an alternative, J.W. van de Gronden-C.S. Rusu, Competition Law in the EU – Principles, Substance, Enforcement, Edward Elgar, 2024 (chapters 1-4, 7, 8, 11).

Front and on line teaching, in both cases interactive sessions. Presentation and discussion of case law or business cases by students. Students’ participation during lectures is strongly encouraged and will be considered in the final assessment.

The exam consists of a written exam: six open questions with a maximum amount of words. Each question counts for 5. Students who make presentations during lectures can get bonus points. The following evaluation criteria will be followed: knowledge and understanding of the institutions and principles of the subject and the ability to apply them to practical cases; command of the legal lexicon and acquisition of the study method; creativity in giving the right legal solutions to practical problems and ability to reasoning; active participation in presentations of case studies during classes and also during debates at classes always held in an interactive way. Gaps concerning fundamental principles and differences among legal solutions will lead to an insufficient evaluation as well as failure to reason around legal principles.

Original and relevant topic. Perfect knowledge of English language.