OVERVIEW

The course focuses on the European discipline of listed companies and the law of the European Union on financial markets, listed companies corporate governance and financial markets infrastructures.

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.

The learning outcomes are part of the knowledge and experience required for the development of skills in the field of private and European law that are relevant in the performance of professional and work activities in medium- and large-sized companies accessing the capital market. They are also preparatory to the performance of curricular internships useful for the consolidation of skills in corporate and capital markets law.

PREREQUISITES

Knowledge of civil law (particularly contract and tort law), commercial law (particularly the regulation of stock companies), and European Union law (mainly the institutional framework) is required. ERASMUS students are expected to have a perfect command of Italian. Erasmus students are encouraged to include the English-language teaching European Union Financial and Insurance Markets Regulation (code 90507) in their learning agreement, except if they demonstrate an adequate understanding and use of the Italian language, enabling active participation in lectures, tutorials and seminars.

TEACHING METHODS

Teaching is delivered through lectures and classroom exercises during the first semester for at least 54 hours (9 CFU). Opinions and other judicial acts within the scope of the topics in the program are conducted during the exercises, and students are expected to participate in the discussion actively. Weekly texts on which to initiate in-depth study and classroom discussion are posted on Aulaweb. In addition, some real-life practical cases will be discussed by the teacher, and students are expected to participate in the discussion actively. Optional supplementary seminars are planned with external speakers' participation to delve into topical issues or understand the application profiles of the subject. Class participation is verified through the Easy Academy attendance tracking application.

SYLLABUS/CONTENT

1. Basis and scope of financial market regulation
(i) Financial market supervisors.
(ii) European and national regulatory sources

2.    The regulation of issuers
(i) The disclosure of information to the primary market
(ii) The public offering of subscription and sale
(iii) The prospectus and the offering discipline
(iv) The information to the secondary market

3.    Corporate governance
(i) The rules to protect minority shareholders
(ii) The management bodies
(iii) The transactions with related parties 
(iv) Reciprocal shareholdings
v) The rules of the shareholders' meeting
(vi) Proxy voting
(vii) Multiple voting
(viii) The savings shares
ix) Shareholders' rights
x) Ownership structures
(xi) Gatekeepers
(xii) Takeover bids

4.    The regulation of investments services 
(i) The investment services
(ii) The rules of conduct
(iii) The product oversight and governance
iv) The off-site offering
v) Sanction system
(vi) Civil liability

5.    The regulation of assets managers
(i) UCITS
(ii) Alternative investment funds
(iii) Sicav and Sicaf
(iv) Fiduciary duties

6.    The secondary market
(i) The market infrastructures
(ii) Stock exchanges and other trading venues
(iii) Clearing and settlement systems
(iv) Insider trading and market manipulation

RECOMMENDED READING/BIBLIOGRAPHY

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

TEACHERS AND EXAM BOARD

Exam Board

MICHELE SIRI (President)

ALESSIA MISTRETTA

MATTEO GARGANTINI (President Substitute)

ILARIA CERIANA (Substitute)

ANNA MOLINARI (Substitute)

FRANCESCA PALAZZINI (Substitute)

THEA ROMANO' (Substitute)

FILIPPO-MARIA TURCI (Substitute)

LESSONS

LESSONS START

Lectures will be provided only in the first semester, starting on September and ending November.

Class schedule

COMMERCIAL LAW II - EU FINANCIAL MARKET LAW

EXAMS

EXAM DESCRIPTION

In all sessions, the exam is in the form of an oral interview, to be taken in Italian, for both the program applicable to attending students and the program relevant to non-attending students. The calendar of regular appointments is published on the University website. Any postponements are also announced on the AulaWeb page and are made on the Athenaeum website for booking exams. Always check AulaWeb for the actual date close to the scheduled date. No special sessions are held other than the official ones. Admission to the exam is subject to online registration on the University website for exam booking. In case of a failing grade, the exam cannot be retaken immediately following the roll call of the same session. If the rate is waived, the exam may be retaken immediately following roll call. For students attending lectures on the syllabus, the knowledge acquired will be verified through an oral exam on the reading materials available on the AulaWeb course page. For non-regularly attending students, the knowledge gained on the default syllabus shall be verified through an oral exam on the recommended textbooks.

ASSESSMENT METHODS

For attending students (at least 80 per cent attendance), the test consists of an oral test on cases and materials available on AulaWeb to assess analytical and argumentation skills. In the pre-appointment test, the student may opt for a written test that simulates the response to a legal opinion to apply the knowledge acquired to resolve a legal question identified within the program's scope in the classroom. For non-attending students, the test consists of an oral test on the recommended texts to assess analytical and argumentation skills.

Exam schedule

FURTHER INFORMATION

Up-to-date information is available the AulaWeb page.