First cycle
degree courses
Second cycle
degree courses
Single cycle
degree courses
Law School
LAW
Course unit
COMMERCIAL LAW 2: PUBLIC COMPANIES AND FINANCIAL INSTITUTIONS
GIP6074605, A.A. 2017/18

Information concerning the students who enrolled in A.Y. 2017/18

Information on the course unit
Degree course 5 years single cycle degree in
LAW (Ord. 2017)
GI0270, Degree course structure A.Y. 2017/18, A.Y. 2017/18
N0
bring this page
with you
Number of ECTS credits allocated 6.0
Type of assessment Mark
Course unit English denomination COMMERCIAL LAW 2: PUBLIC COMPANIES AND FINANCIAL INSTITUTIONS
Department of reference Department of Public, International and Community Law
Mandatory attendance No
Language of instruction English
Branch PADOVA

Lecturers
Teacher in charge MAURIZIO BIANCHINI IUS/04

ECTS: details
Type Scientific-Disciplinary Sector Credits allocated
Educational activities in elective or integrative disciplines IUS/04 Commercial Law 6.0

Mode of delivery (when and how)
Period Second semester
Year 1st Year
Teaching method frontal

Organisation of didactics
Type of hours Credits Hours of
teaching
Hours of
Individual study
Shifts
Lecture 6.0 48 102.0 No turn

Calendar
Start of activities 26/02/2018
End of activities 01/06/2018

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.
Target skills and knowledge: General information:
The sixth edition of this (optional) course is designed as a specific Corporate Law seminar, and it will be taught entirely in English.
The course aims at a deeper comprehension of general principles, doctrines and technicalities of modern Corporate Law (intended as the most important component of the Laws of Business Organizations, that also include Partnerships and Limited Liability Companies, whose specific rules will be also occasionally discussed in class); particular emphasis will be dedicated to the specific discipline of Italian publicly held corporations, also by means of a comparative approach and the analysis of recently enacted EU Directives and EU Regulations.
The final test (exam) will also be administered in English, by means of either an oral exam or a written essay ("tesina"); however, in order to ease student proficiency, Italian might be permitted occasionally during the exam (see infra for more specific directions as to the exam policy).
Although all students are welcome to come in and audit the seminar classes, for those intending to take the final examination substantial and continuing attendance is required, and active participation will be welcome and most appreciated.
In order to allow some time for at-home preparation for each class, a weekly syllabus will be made available to prospective students shortly before the beginning of the second semester (and notice thereof will be given to interested students through the Law School web-site "Moodle").
Moreover, a set of reading materials will be available to "attending" students in the course dedicated website ("Moodle"), that any enrolled (attending) student may access (on site or by remote access) from the Padova School of Law official Website.
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).
Assessment criteria: Each attending student will be graded not only based on the final exam (or written paper in lieu of the exam), but also on the quality of her/his attendance to classes, including active participation thereto.
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.
Planned learning activities and teaching methods: The Course Syllabus will be made available shortly before the inception of the spring semester.

Each CFU amounts to 8 hours of in-class activity.
Additional seminar classes and workshops, if any, will be announced during the course.
No e-learning is available for this class.
Language used in teaching this class: English
Additional notes about suggested reading: Instructor contacts: prof. Maurizio Bianchini, associato di diritto commerciale (m.bianchini@unipd.it)
Dipartimento di diritto privato e del lavoro (Padova, Palazzo del Bo, 3° piano, tel. +39.049.827 3408).
Textbooks (and optional supplementary readings)
  • Kraakman, Armour, Davies, Enriques, Hansmann, Hertig, Hopt, Kanda, Rock, The Anatomy of Corporate Law - third edition. Oxford: Oxford University Press, 2017. edizione "paperback" (acquistabile via amazon.com o simili per circa 35 euro)
  • Roth, Gunter H.; Kindler, Peter, <<The>> spirit of corporate lawcore principles of corporate law in continental EuropeGunter H. Roth, Peter Kindler. Munchen: Beck, Oxford, Hart, Baden-Baden, Nomos, 2013.
  • J.J. du Plessis et alii, Principles of Contemporary Corporate Governance,. Cambridge UK: Cambridge University Press, 2015. 3rd Edition