Since the end of World War II, the foreign activities of firms have grown substantially, and this growth, if anything, appears to be accelerating. Privates and firms of all types and sizes now face decisions about how to best obtain and deploy resources abroad.Furthermore, significant differences between countries have persisted, and these give rise to considerable variation in the prevalence of market imperfections.
Core Textbook:
- P. NAYLER, Business Law in the Global Marketplace, Burlington, MA, 2006
Recommended Books:
- P. GROSSI, Prima lezione di diritto, Roma-Bari (Editori Laterza), 2003
- L. KAPLOW, S. SHAVELL, Contracting, New York, NY, (Foundation Press), 2004
- M.R. FERRARESE, Prima lezione di diritto globale, Roma-Bari (Editori Laterza), 2012
- J.E. STIGLITZ, The Price of Inequality. How Today’s Divided Society Endangers our Future, New York, NY, (W.W. Norton & Co.), 2012
Learning Objectives
The aim of the course will be to expose students to key issues that have been examined in the literature, to current “hot” topics, and to the tools and modes of argument used in such analyses and discussions. Topics to be discussed include business contracts, intellectual property, corporations, antitrust, finance, cross-country differences in corporate and securities law, the causes of the financial crisis, and the design of financial regulations to reduce the incidence and costs of financial crises.
Therefore, it will be the fundamental goal of the course to provide students with a deep understanding of business law issues in a global setting. The course aims to help students develop analytical tools that incorporate key international considerations into fundamental business decisions. The cases provide opportunities to build the skills needed to create and capture value across borders.
Prerequisites
To have passed the exam of "Diritto commerciale"
Teaching Methods
The lessons will be structured both on class lectures (also through power point presentations) and analysis and discussion of hypothetical and real-life case studies.
The course will have two types of sessions. In the first part, the instructor will conduct a discussion of assigned readings on a given topic in the field. In the second one, outside speakers – both prominent practitioners and academics – will discuss relevant issues in business law policy, research, and practice.
On average, students will read about 30 pages of the core text book for each class, plus the readings assigned per week.
The basic concept for this course’s reading is to use both the core text book and some newspaper articles to examine a business law feature’s current relevance, then move into law reviews and other academic writings to see how the current event implicates basic structural issues of understanding the international business.
The distribution of readings will be based on the following average percentage:
- Law firm memos, miscellaneous 2%
- Newspapers, Magazines 2%
- Economics journals and similar 16%
- Law reviews, law books, and similar 80%
Further information
Internet/e-mail/IM/wi-fi, etc.: They are great and should be used widely, but not in class during the lessons.
Type of Assessment
Because students will be invited to think critically about the topic and the relative readings before each session, the latter are expected to contain a great deal of student discussion.
Thus, each lesson will have a students’ intervention approach based both on voluntary and “encouraged” participation.
There will be a mid-term and a final exam.
Course program
TOPICS
1. Course introduction. Basics of Law. Comparative Law aspects
• Civil law and common law
• Socialist law and religious law
• Source of law
• Courts systems
2. The International Commercial Law System. International Dispute Resolution
• International harmonisation of business law throu the “judges”
• Approach to the dispute resolution
• Authority of arbitration tribunal: negotiation, abitration and mediation
• Arbitrators: qualifications, rights and responsabilities
• Focal points in the arbitration process
• Effects and limits of the awards
3. The formation of Business Contracts
• Contract Law and Globalisation
• Sources of contract law and the International Commercial Law
• Basis of contractual obligation: mutual assent and consideration
• Issues in applying the concept of mutual assent
• Irrevocability by Statute: the “Firm Offer”
• Qualified acceptance: the “Battle of Forms”
• Electronic contracting
4. Basics of Contract Law and Agency Law
• Promissory estoppel and restitution
• Statute of frauds
• Principles of interpretation and the parole evidence rule Supplementing the agreement
• Avoiding enforcemnet
• Justification for nonperformance and consequnces
• Expectation damages and eventual alternatives
• Introduction to Agency
• Agency Formation, Agency Termination, and Principal’s Liability
• Governance of Agency
5. International Sale of Goods
• United Nations Convention on Contracts for the International Sales Goods (CISG)
• Difformity and nonperformance
• Remedies CISG’s in system
• European Common Sale Directive
6. International Distribution and Franchising Agreements - Export Contracts and Financing
• Forms of export contract
• Payment in international sales
• Establishing a presence in the export market
• Promotional and marketing strategies
• Product liability
• Forms of export contract
• Payment in international sales
7. Aspects of Intellectual Property Law and Licensing
• Protection of intellectual property
• Patents
• Copyright
• Trade Marks
8. Forms of Business Organizations - Multinational Corporations
• Legal forms of business organization
• Efficency and Social Significance of Enterprse Organization
• Agency costs
• Contract vs. Organization
• Institutions of Corporate Governance
• Political Roots of Corporate Finance
• Globalisation and its effect on the corporations
• Labor’s Impact on Corporate Structure
• Corporate Law in Transition and Developing Nations
• Group of companies
9. Basics of Mergers and Acquisitions - Aspects of Antitrust Law
• Economic motives for mergers
• Overview of transactional form
• Structuring the M&A transaction
• Duty of loyalty in controlled mergers
• Competition Law
• Article 81 of the Treaty of Rome
• Artcile 82 of the Treaty of Rome •
11. Aspects of Business Law Ethics and Corporate Responsibility
• Corporate Social Responsibility, Corporate Identity and Ethics
• Historical overview of the Corportae social responsibility (CSR)
• Modern idea of the CSR
• Business Ethics in a comparative view
• Islamic ethics in businees
• Confucian ethics in business