First cycle
degree courses
Second cycle
degree courses
Single cycle
degree courses
School of Economics and Political Science
ENTREPRENEURSHIP AND INNOVATION
Course unit
CORPORATE LAW
EPP7077657, A.A. 2017/18

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

Information on the course unit
Degree course Second cycle degree in
ENTREPRENEURSHIP AND INNOVATION
EP2372, Degree course structure A.Y. 2017/18, A.Y. 2017/18
N0
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Number of ECTS credits allocated 6.0
Type of assessment Mark
Course unit English denomination CORPORATE LAW
Department of reference Department of Economics and Management
E-Learning website https://elearning.unipd.it/economia/course/view.php?idnumber=2017-EP2372-000ZZ-2017-EPP7077657-N0
Mandatory attendance No
Language of instruction English
Branch PADOVA
Single Course unit The Course unit CANNOT be attended under the option Single Course unit attendance
Optional Course unit The Course unit can be chosen as Optional Course unit

Lecturers
Teacher in charge ETTORE SCIMEMI IUS/04

ECTS: details
Type Scientific-Disciplinary Sector Credits allocated
Core courses IUS/04 Commercial Law 6.0

Mode of delivery (when and how)
Period First 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 42 108.0 No turn

Calendar
Start of activities 02/10/2017
End of activities 19/01/2018

Examination board
Examination board not defined

Syllabus
Prerequisites: - good familiarity with the legal system (national and European Union);
- knowledge of the main concepts and rules of private and commercial law.
Target skills and knowledge: - knowledge of the rules governing capital companies in Europe and Italy.
- analysis of the political and economic reasons which inspire corporate law.
- critical comparison with practical solutions adopted in other major systems (particularly in the United States of America).
- understanding of the role and the functioning of financial markets and of the impact of their internationalization on the development of European and Italian corporate law.
Examination methods: - oral examination.
Assessment criteria: - in-depth knowledge of the rules governing Italian corporations.
- reasoning skills and ability to link different concepts and rules.
- understanding of the economic reasons that inspire the evolution of domestic and international corporate law.
Course unit contents: 1. Company law: an economic overview.
2. Partnerships and companies.
3. Joint-stock companies: general remarks.
4. The incorporation process of companies limited by shares.
5. Share capital,shares and capital maintenance.
6. Debentures.
7. Participating(hybrid)financial instruments.
8. Principals, agents and agency costs.
9. Directors.
10. Alternative management and supervision systems.
11. Shareholders' meeting.
12. Board of statutory auditors.
13. Accounting auditors.
14. Financial statements.
15. Fundamental changes.
16. Amendments to the company's constitution.
17. Conversions, mergers and demergers.
18. Groups.
19. Listed companies.
20. Takeover bids and exchange tenders offers.
21. Winding-up and liquidation of joint-stock companies.
Planned learning activities and teaching methods: Class lessons.
Additional notes about suggested reading: The careful study of the applicable legal rules (obviously in their updated version) is recommended: EU directives, Italian civil code, legislative decree on financial intermediation (d. lgs. 58/1998).

Students who wish to prepare the exam also on an Italian text can consult - in addition to Alessandro De Nicola and Marco Carone's manual - the following volume:
G. Presti - M. Rescigno, Corso di diritto commerciale, Volume II (Società). Bologna, Zanichelli, last edition.
Textbooks (and optional supplementary readings)
  • Alessandro De Nicola - Marco Carone, Italian Company Law. Milano: EGEA, 2015. (ultima edizione) Cerca nel catalogo
  • Gaetano Presti - Matteo Rescigno, Corso di diritto commerciale, volume II (Società). Milano: Giuffré, 2017. (ultima edizione) Cerca nel catalogo