LEARNING OUTCOMES

Designed to provide a thorough understanding of the most significant developments in the regulation of European capital markets, the course allows students to learn the fundamental notions of European and Italian regulation of financial markets and, further, to develop the ability to critically analyse the main applications of the regulation of issuers, intermediaries and financial market infrastructures.

AIMS AND LEARNING OUTCOMES

Individual study, attendance and participation in the training activities will enable the student to:

• understand and remember the main regulatory provisions governing capital market access, stock exchange listing and the activities of financial intermediaries;
• identify the different relevant regulatory sources and understand and apply the main rules on corporate governance of listed companies to protect investors; and
• understand the structure and mechanism of public supervision of financial activities within the European market and be aware of the meaning and relevance of Italian and European regulations;
• understand the main techniques of investor protection in the provision of investment services and distinguish the safeguards according to the type of service and the classification of clients;
• understand and critically assess, with the autonomy of judgement, the Italian and European rules harmonising capital markets law, with particular regard to the rules applicable to issuers and financial intermediaries;
• read and critically examine, with an autonomy of judgement, scientific articles in the field of financial market law, decisions and court rulings relating to cases of corporate governance and investor protection;
• express oneself in appropriate technical legal language and communicate effectively in oral and written form while being able to make proper use of different sources.

The learning outcomes are part of the knowledge and experience required to develop competencies in private law and European law. These competencies are necessary to properly perform job-related tasks, particularly with a legal and regulatory compliance role, in medium- and large-sized enterprises that have tapped capital markets.

The course also prepares for the optional English-language course European Union Financial and Insurance Markets Regulation, which is recommended to broaden the knowledge of the subject and to prepare for studying abroad with a specialisation in capital market law.

The knowledge acquired is also preparatory to the performance of curricular internships, as a continuation of the course undertaken in the classroom and also with a view to the preparation of a research thesis. 

PREREQUISITES

Knowledge of civil law (particularly contract and tort law) and business law (particularly the regulation of joint stock companies) is required. ERASMUS students are expected to have a perfect command of Italian. Erasmus students are encouraged to include an English-language teaching (e.g. 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, exercises and practical cases discussed during the first semester for at least 54 hours (9 cfu). Texts are published weekly on the Aulaweb. Students are engaged in in-depth studies and classroom discussions in the form of exercises and practical cases. 

During the exercises, opinions and other judicial acts are carried out, individually and in groups, within the framework of the most relevant profiles in terms of application in capital market regulations. In this way, students actively participate in the solution of the proposed question through a written assignment, which is commented on by the lecturer through the examination of the proposed solutions in order to verify the skills acquired in the lectures and to develop the skills of argumentation and logical structure used by the jurist in the drafting of opinions and solutions of cases frequently encountered in professional experience in capital market law.

In addition, every week, the lecturer presents a practical case that happened and was selected for its particular topicality and relevance to contextualise the theoretical notions addressed in the lectures. In this way, students gain experience integrated with practice and can develop further insights by following the topical cues provided by discussing real-life cases. 

Finally, optional supplementary seminars are scheduled, with the participation of external speakers to delve into particularly topical issues, e.g. on the role of finance for sustainability, or to understand the interdisciplinary profiles of the topics on the syllabus, e.g., financial education and culture. 

Participation in the lectures is verified through the Easy Academy attendance tracking application.

SYLLABUS/CONTENT

1. Basis and scope of financial markets regulation

1. Financial market supervisory authorities
2. European and national regulatory sources
3. The Capital Markets Union and European financial market integration strategies

2. The regulation of issuers

1. Primary market disclosure
2. Initial Public Offers
3. Prospectus 
4. Listing
5. Secondary market disclosure

3. Corporate governance rules

1. The rules protecting minorities
2. The management bodies
3. Transactions with related parties
4. Reciprocal shareholdings
5. Shareholders' meeting
6. Proxies Voting
7. Multiple voting
8. Savings shares
9. Shareholders' rights
10. Ownership structures
11. The internal controls system
12. Takeover bids

4. The regulation of intermediaries 

1. Investment services
2. Conduct rules
3. Product oversight and governance
4. Off-site offerings
5. Sanctioning system
6. Civil liability

5. Collective asset management

1. Mutual funds
2. Alternative Investment Funds
3. Sicav and Sicaf
4. Conduct rules

6. The secondary market

1. Market Infrastructures
2. Stock exchanges and other trading venues
3. Clearing and settlement systems
4. Insider trading and market manipulation
5. Artificial intelligence and high-frequency trading

RECOMMENDED READING/BIBLIOGRAPHY

Teaching is delivered through lectures, exercises and practical cases discussed during the first semester for at least 72 hours (9 cfu). Texts are published weekly on the Aulaweb. Students are engaged in in-depth studies and classroom discussions in the form of exercises and practical cases. 

During the exercises, opinions and other judicial acts are carried out, individually and in groups, within the framework of the most relevant profiles in terms of application in capital market regulations. In this way, students actively participate in the solution of the proposed question through a written assignment, which is commented on by the lecturer through the examination of the proposed solutions in order to verify the skills acquired in the lectures and to develop the skills of argumentation and logical structure used by the jurist in the drafting of opinions and solutions of cases frequently encountered in professional experience in capital market law.

In addition, every week, the lecturer presents a practical case that happened and was selected for its particular topicality and relevance to contextualise the theoretical notions addressed in the lectures. In this way, students gain experience integrated with practice and can develop further insights by following the topical cues provided by discussing real-life cases. 

Finally, optional supplementary seminars are scheduled, with the participation of external speakers to delve into particularly topical issues, e.g. on the role of finance for sustainability, or to understand the interdisciplinary profiles of the topics on the syllabus, e.g., financial education and culture. 

Participation in the lectures is verified through the Easy Academy attendance tracking application.