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)

ALESSIA MISTRETTA

ILARIA CERIANA (Substitute)

FRANCESCA PALAZZINI (Substitute)

THEA ROMANO' (Substitute)

FILIPPO-MARIA TURCI (Substitute)

LESSONS

LESSONS START

I semester from September 13th to November 19th 2021

Class schedule

COMMERCIAL LAW II - EU FINANCIAL MARKET LAW

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

The oral exam consists of at least three questions on topics representative of the whole course program. Further information will be provided in class and via the AulaWeb page. For both the oral and the elective written assignment, the assessment aims to ascertain the understanding and knowledge of company and financial law rules and verify the ability to perform critical analysis and apply rules and standards to solve practical legal questions. Performance evaluation will be based on the degree of knowledge of the topics, the quality of exposition, the use of appropriate technical language, and the capacity to conduct critical analysis and reasoning.

Exam schedule

FURTHER INFORMATION

Up to date information on the AulaWeb page.