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CODE 64945
ACADEMIC YEAR 2020/2021
CREDITS
SCIENTIFIC DISCIPLINARY SECTOR IUS/04
LANGUAGE Italian
TEACHING LOCATION
  • GENOVA
SEMESTER 1° Semester
PREREQUISITES
Propedeuticità in ingresso
Per sostenere l'esame di questo insegnamento è necessario aver sostenuto i seguenti esami:
  • LAW 7995 (coorte 2017/2018)
  • CONSTITUTIONAL LAW 64900 2017
  • COMMERCIAL LAW I 64916 2017
  • INSTITUTIONS OF PRIVATE LAW I 64899 2017
TEACHING MATERIALS AULAWEB

OVERVIEW

The course focuses on the European discipline of listed companies and the law of the European Union on financial markets. It complements the European insurance law course to provide the background knowledge and case law awareness for the optional course of the EU Financial and Insurance Markets Regulation. Together, these three courses form the Jean Monnet Chair on EU Financial and Insurance Markets Regulation.

AIMS AND CONTENT

LEARNING OUTCOMES

This course offers an essential but in-depth understanding of the legal structure and characteristics of the Italian company examined in a international perspective. With the aim of providing students with the legal background necessary to understand and actively participate in some of the most crucial events in the life of a corporation, the course addresses a selected number of corporate law issues through a combination of lectures and class discussions of actual and hypothetical cases. After a brief introduction on the basics of corporate law, topics include the incorporation process, limited liability, the financial structure of the corporation, principles of corporate governance including shareholders’ powers and directors’ fiduciary duties, capital structure; dividend policy; securities markets. While having an international dimension, the course primarily focuses on the Italian legal system with a wide recourse to case-histories to catch the evolution of corporate law through a cross-disciplinary analysis.

AIMS AND LEARNING OUTCOMES

This course offers an essential overview of the European discipline of listed companies and financial markets. With the aim of providing students with the necessary knowledge to understand and actively participate in some of the most critical events in the life of a listed company, the course delves into a selection of company law and financial market issues through a combination of lectures and class discussions on real-world cases.

The course aims to provide students with fundamental knowledge about the European Union's discipline on listed companies and financial markets and to develop a capacity for critical analysis of the main consequences of the regulation of markets and financial intermediaries.

PREREQUISITES

Knowledge of commercial law and European Union law is required.

TEACHING METHODS

This E-learning course consists of 54 hours of lectures given by the course holder. It is based on the European Union financial services directives and delegated regulations. Moreover, some real cases decided by the Court of Justice of the European Union will be presented, and students will be required to participate in the discussion actively. Language: Italian.

SYLLABUS/CONTENT

Part One: EU rules on investment services. Markets in the Securities Directive - MiFID I, MiFID 2 and MiFIR. The rules of the EU prospectus. The EU framework for ensuring the integrity of markets in financial instruments. EU rules on clearing systems. The European framework for investment funds. Regulatory policy on market infrastructure. The governance of markets, CCPs and CSDs. EU competition policy and financial market infrastructure. The action plan for the Capital Markets Union. Part Two: The EU framework on listed companies. Public offer and admission to listing. Corporate information. Voting proxies. Protection of minorities. Administration and control systems.

 

RECOMMENDED READING/BIBLIOGRAPHY

Teaching materials will be made available on the University of Genoa E-learning Platform. Language: Italian.

TEACHERS AND EXAM BOARD

Exam Board

MICHELE SIRI (President)

SHANSHAN ZHU

ALESSIA MISTRETTA (Substitute)

THEA ROMANO' (Substitute)

LESSONS

LESSONS START

I semester from September 14th to December 4th 2020
II semester from February 15th to May 7th 2021

EXAMS

EXAM DESCRIPTION

For students attending lectures on the Eufimar syllabus, the verification of the knowledge acquired shall be performed in Italian through a written test based on the open questions or an oral exam on the reading materials available on the AulaWeb course page.

For non-regularly attending students the verification of the knowledge acquired on the default syllabus shall be performed in Italian through a written test based on multiple choice and open questions.

ASSESSMENT METHODS

Information on the AulaWeb page.

Exam schedule

Data appello Orario Luogo Degree type Note
11/01/2021 08:00 GENOVA Orale
01/02/2021 08:00 GENOVA Orale
10/05/2021 08:00 GENOVA Orale
24/05/2021 08:00 GENOVA Orale
07/06/2021 08:00 GENOVA Orale
21/06/2021 08:00 GENOVA Orale
06/09/2021 08:00 GENOVA Orale

FURTHER INFORMATION

Up to date information on the AulaWeb page.