The course's educational objective is to build on the institutional concepts of corporate law learnt in Business Law (Part I), analysing their application in two contexts: listed and limited liability companies. The course aims to provide students with a critical method of analysing legal provisions that is consistent with the complexity of the economic phenomena being regulated.
Course Prerequisites
In order to follow this course and take the relevant examination, successful completion of Business Law (Part I) is essential. From the summer session onwards, students will be able to take the Business Law (Part I) and Business Law (Part II) examinations on the same date. Curiosity about economic phenomena and related current affairs is highly recommended. A willingness to engage with complex topics with interdisciplinary content is also useful.
Teaching Methods
Lectures (also registered and edited) concerning the main topics of the course and the most relevant issue in economics and finance.
Assessment Methods
Oral exam, to test the full comprehension both of the law and of the problems of the relevant enforcement. The student shall deal with the relevant topics, using an appropriate technical language.
Texts
- M. Cera, Le società con azioni quotate nei mercati, Bologna, Zanichelli, III ed., 2022 - S. Patriarca, P. Benazzo, Diritto delle imprese e delle società, Bologna, Zanichelli, 2022, Chapters XII, XIII, sez. A, §§ 2-5
Contents
The course considers two specific developments in corporate law: the first is the development of companies with shares listed on regulated markets, and the second is the development of limited liability companies. Ideally, both the peculiarities imposed by opening capital to the market (including increased requirements for internal control, higher transparency towards third parties, public supervision of information parity and greater system complexity) and the specific characteristics of a closed capital company (which is more open to shareholder participation in management and greater statutory flexibility) should be considered. However, in light of recent positive legal developments, the two paths intersect, since limited liability companies are now also permitted to offer their shares to the public in certain forms. This creates significant uncertainties and, not infrequently, problematic inconsistencies.
