Commercial law. Module B: Interest of the Company. Fiduciary Duties and managerial accountability. Conflict of interest and related parties transaction (Prof. Abriani)
- U. Tombari, “Potere” e “interessi” nella grande impresa azionaria, Giuffrè Francis Lefebvre, 2018;
- G.D. Mosco, Le società quotate, Casebook, Quaderni Luiss Law Review, Cacucci, 2018.
Reference to texts and materials will be given during the course. It will mainly consist of class notes.
Learning Objectives - Last names A-G
KNOWLEDGE
Principles and regulations concerning the interest of the company, duties and liability of directors, conflict of interest and related parties transactions. Following a theoretical introduction, cases and materials will be examined.
This course assumes and completes the knowledge of Module A (basics of commercial and company laws).
ABILITIES
Ability in managing the main theoretical and practical issues on the duties and liability of directors, conflict of interest and related parties transactions.
SKILLS
i) Capacity to find and discuss regulations, cases, and bibliography in order to properly set and solve legal problems;
ii) Awareness on the role of the law within businesses management. Capacity to understand and comment both national and European/international company law.
Learning Objectives - Last names H-Z
KNOWLEDGE
Principles and regulations concerning corporate finance. Capital structure: differences between equity and debt finance. Powers of corporate bodies in finance decisions. Correlations between risk and power. Representation of the financial items within the corporate balance sheet.
This course supposes and completes the knowledge of Module A (basics of commercial and company laws).
ABILITIES
Ability in managing the main theoretical and practical issues on corporate finance, and its implications within the corporate governance.
SKILLS
i) Capacity to find and discuss regulations, cases, and bibliography in order to properly set and solve legal problems.
ii) Awareness on the role of the law within businesses management. Capacity to understand and comment both national and European/international commercial law.
Prerequisites - Last names A-G
In order to take the final exam on Commercial Law (Module A & Module B), students shall have passed the following exams: General Constitutional Law, and Private Law I.
On the contrary, it is possible to take the intermediate exam on Module A and/or one of the two chosen seminars before than having passed General Constitutional Law and Private Law I.
To pass the exams on the seminars, it is not necessary to have already passed the exam on “Module A”; however, the program of the latter needs to be adequately studied, since the seminars suppose a good knowledge of the basics of commercial and company laws.
Prerequisites - Last names H-Z
In order to take the final exam on Commercial Law (Module A & Module B), students shall have passed the following exams: General Constitutional Law, and Private Law I. On the contrary, it is possible to take the exam on single modules before than having passed General Constitutional Law and Private Law I.
To pass the exams on Module B, it is not necessary to have already passed the exam on Module A; however, the program of the latter needs to be adequately studied, since the seminar supposes a good knowledge of the basics of commercial and company laws.
Teaching Methods - Last names A-G
Seminar: lectures and exercises (48 hours). The judgments and the papers subject to in-depth analysis will be available for the attending students through the Moodle platform.
Teaching Methods - Last names H-Z
Seminar: lectures and exercises (48 hours). The judgments and the papers subject to in-depth analysis will be available for the attending students through the Moodle platform.
Further information - Last names A-G
The Commercial law course for the Laurea Magistrale has 15 credits in total, and it is composed of two modules, A and B. The Module A has 72 hours of lectures in the first semester; the Module B has 48 hours of seminars in the second semester.
The Module A is identical for the two professors that teach it (Prof. Abriani for student surname letters A-G, Prof. Stanghellini for student surname letters H-Z).
The Module B is composed by two courses (48 hours each). Both of them take place during the second semester. To complete the Module B, students have to choose one of the two courses.
The subjects of the two seminars that compose the MODULE B are:
1. Duties and liability of directors, conflict of interest and related parties transactions. (Prof. Abriani)
2. Legal principles of corporate finance (Prof. Stanghellini)
Please refer to the section “Type of assessment” for information on how the exam will take place.
While students are obliged to attend the lectures and to take the exam on Module A according to the first letter of their surname, they can freely choose to attend the Module B with Prof. Abriani or Prof. Stanghellini, as they prefer.
Further information - Last names H-Z
The Commercial law course for the Laurea Magistrale has 15 credits in total, and it is composed of two modules, A and B. The Module A has 72 hours of lectures in the first semester; the Module B has 48 hours of seminars in the second semester.
The Module A is identical for the two professors that teach it (Prof. Abriani for student surname letters A-G, Prof. Stanghellini for student surname letters H-Z).
The Module B is composed by two courses (48 hours each). Both of them take place during the second semester. To complete the Module B, students have to choose one of the two courses.
The subjects of the two courses that compose the MODULE B are:
1. Duties and liability of directors, conflict of interest and related parties transactions (Prof. Abriani) 2. Legal principles of corporate finance (Prof. Stanghellini)
Please refer to the section “Type of assessment” for information on how the exam will take place.
While students are obliged to attend the lectures and to take the exam on Module A according to the first letter of their surname, they can freely choose to attend the Module B with Prof. Abriani or Prof. Stanghellini as they prefer.
MOODLE PLATFORM: In order to attend the course, students shall subscribe to the MOODLE Platform by the first week of lessons.
Type of Assessment - Last names A-G
The Commercial Law exam of 15 credits (Modules A + B) lasts an entire accademic year. The exam shall be taken:
- on Module A, with the professor assigned according to the surname (unless an application to change professor has been accepted according to the rules of the School, which will be applied strictly);
- on Module B, with the professor that teaches the selected course.
Specifically, the exam on Module B “Interest of the Company. Fiduciary Duties and managerial accountability. Conflict of interest and related parties transaction” will take place:
a) through a written examination at the end of the seminar (only for students who have attended the course);
b) through an oral examination, together with the rest of the program (Module A) during the ordinary exam dates (for all the students, even for the ones who have tried and failed/not accepted the grade of the written examination).
Professors will hold the examination in the same dates, to allow students to take the exam (Module A and Module B) in one day.
If the exam for Module A is not passed in the winter session, it can be taken in the summer examination session (June 2020), together with the Module B.
EVALUATION CRITERIA: The candidate will be evaluated not only for his/her knowledge of the topic, but also for his/her reasoning skills. During the examination (intermediate or final) candidates will have to show ability to find and discuss the relevant rules for the matter (primarily, the Civil Code), which they will be allowed (or requested) to read.
It is also necessary to show ability to master the general rules of Private law on which Commercial law is based.
Type of Assessment - Last names H-Z
The Commercial Law exam of 15 credits (Modules A + B) lasts an entire academic year. The exam shall be taken:
- on Module A, with the professor assigned according to the surname (unless an application to change professor has been accepted according to the rules of the School, which will be applied strictly);
- on Module B, with the professor that teaches the selected course.
Specifically, the exam of Module B “Legal principles of corporate finance” will take place:
- through a written examination at the end of each single seminar (only for students who have attended the course);
- through an oral examination during the ordinary exam dates (for all the students, even for the ones who have tried and failed/not accepted the grade of the written examination).
Professors will hold the examination in the same dates, to allow students to take the exam (Module A and Module B) in one day.
If the exam for Module A is not passed in the winter session, it can be taken in the summer examination session (June 2020), together with the Module B.
EVALUATION CRITERIA: The candidate will be evaluated not only for his/her knowledge of the topic, but also for his/her reasoning skills. During the examination (intermediate or final) candidates will have to show ability to find and discuss the relevant rules for the matter (primarily, the Civil Code), which they will be allowed (or requested) to read. The candidate will be evaluated not only for his/her knowledge of the topic, but also for his/her reasoning skills.
It is also necessary to show ability to master the general rules of Private law on which Commercial law is based.
Course program - Last names A-G
At the choice of the student, attending or not the lectures, one among the following:
1. Duties and liability of directors, conflict of interest and related parties transactions (Prof. Abriani)
2. Legal principles of corporate finance (Prof. Stanghellini)
Course program - Last names H-Z
At the choice of the student, attending or not the lectures, one among the following:
1. Duties and liability of directors, conflict of interest and related parties transactions (Prof. Abriani)
2. Legal principles of corporate finance (Prof. Stanghellini)