The main goal of the course is that of introducing the students to the topic of the corporate governance in Public companies as business firms whose shares are listed on Stock Exchange Markets and typically exposed to potential severe and multiple conflict of interests. Indeed, Public Companies are the organizational firm of medium/large enterprises, which raise their capital on (international) stock exchange markets; involve many and widely (supranational) spread interests (investors, employees, creditors, customers, ecc.); intrinsically bear a systemic risk. Therefor good governance of Public Companies is necessary for efficient allocation of resources and for general growth; it requires (inter alia) appropriate and complex rules and standards of law; appropriate legal statutes must be tailored combining a “supranational approach” (uniformity of rules/standards/practices across national jurisdictions) with a “domestic oriented” attention (no “one size fits all” principle).
Course Prerequisites
Bachelor's degree (or equivalent) from a faculty of economics and business or legal sciences
Teaching Methods
Lectures
Assessment Methods
Test scritto con domande aperte
Texts
Materials, slides and papers prepared and made available directly by the lecturer
Contents
The course shall tackle two main questions: (i) what is the – if there is a – common structure of the Law of business corporations (largely held/listed corporations) (PlCs) across different national jurisdiction in European Union? (ii) How the Law of such business corporations in European Union addresses the Corporate Governance of Public Companies? In doing so, attention shall be focused on specific and restricted issues (the three peak Corporate Governance topics in such Public Companies: a) Shareholders rights and General Assembly Meeting (GAM)’s role and authority; b) directors/managers: appointment; structure; authority; duties; c) Market for corporate control: public tender offers law. Analysis shall be conducted (mainly for the first two above items) on the basis of a comparison between European and Italian Corporate Governance Rules and it shall run as follows: (i) identification and examination of the single topic; (ii) analysis and assessment of how each topic is addressed on a European level; (iii) analysis and assessment of how each topic is addressed on a domestic (national) level.
Course Language
English
More information
Supplementary materials (slides, readings, updated regulations) will be published on the kiro page of the course
