COMMERCIAL LAW 2: PUBLIC COMPANIES AND FINANCIAL INSTITUTIONS

5 years single cycle degree in LAW (Ord. 2017)

Campus: PADOVA

Language: English

Teaching period: Second Semester

Lecturer: MAURIZIO BIANCHINI

Number of ECTS credits allocated: 6


Syllabus
Prerequisites: "Diritto commerciale" is a pre-requisite for this (seminar) course.
EU Law and Bankruptcy/Insolvency Law courses are not treated as pre-requisites for this course, but it is recommended to take these courses before, or in parallel with, Commercial Law 2.
NOTE TO FOREIGN STUDENTS: Erasmus and/or Exchange students must introduce themselves to the course instructor before or at the beginning of the course in order to asses whether their legal background would make this class fitting their needs.
Examination methods: Exam Administration and Policy:
The final exam will be an oral test (some occasional use of Italian language will be permitted during the test) consisting of two or three questions, one of which at the student's choice, concerning the course topics.
However, attending students may agree in advance with the instructor to submit and discuss an essay (in English), at least 10 pages long (excluding cover page, abstract page, table of contents, and bibliography), and covering (at least) one of the topics tackled in class.
The paper option shall be exercised before the end of classes (and within June 10th, 2018).
Timing, specific directions and instructions on legal writing rules and length of the essay would need to be discussed and arranged (in advance) with the course instructor.
Deadline for final version of the written paper is set on Jan. 10th, 2019. Students are responsible for submitting a tentative Table of Contents of their written work by the end of September 2018.
Additional timing rules, specific directions and additional instructions on legal writing rules, structure and length of the essay would need to be discussed and arranged (in advance) with the course instructor.
Non-attending students ought to take the oral examination based on the reading of the entire coursebook indicated herebelow (choose one).

Additional and/or different exam policy may be introduced before the beginning of the semester (and appropriate notice to perspective student will be communicated accordingly).
Course unit contents: Course Topics:
The course is designed to provide law students (with basic knowledge of public law, Diritto pubblico, Private law, Diritto privato I and Diritto privato II, Dirito dell'Unione europea, European law, and Business Organization law, Diritto commerciale) a more aware understanding of the basic corporate law doctrines, also by means of a comparative approach. Topics of discussion will be, inter alia, the foundations of the: limited liability privilege (and exceptions thereof, e.g. "piercing of the corporate veil"); legal personality of the corporation; agency theory and agency costs within the corporate setting; corporate structure and finance; corporate groups and special liability of the parent entity. In addition, there will be a discussion of selected issues on corporate governance, corporate debt and equity financing, officers and directors duties and liabilities and corporate groups; special consideration will be reserved to the discipline of Italian publicly held corporations ("listed companies"). Cases will be presented from time to time in order to further explain the specific problems at stake.