OVERVIEW

The course provides an overview of the regulation of listed companies and European capital markets through a combination of lectures, exercises and class discussions on practical cases. After identifying the relevant regulatory sources, the first part of the course discusses issuer regulation, with a focus on the corporate governance provisions for listed companies. Next, the course analyses the regulatory framework for investor protection, with specific regard to the provision of investment services, the system of public supervision and the civil liability of financial market participants. Finally, the course addresses the regulation of financial market infrastructures with a deep dive into stock exchanges and technological innovation (AI, HTF).

AIMS AND CONTENT

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 practices 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 for the development of competencies in the field of private law and European law, which are relevant for professional activities at national and international levels, with specialisation in company and banking law, as well as for work in start-ups and medium- and large-sized companies, accessing the capital market, with a legal and regulatory compliance profile. The learning outcomes are required for employment positions in financial supervisory authorities and public institutions, national and European, involved in legislative and regulatory policies in corporate and 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 in anticipation of preparing a research thesis, useful for consolidating theoretical and practical skills in corporate and capital market law. More information on scholarships and internship opportunities, curricular and extracurricular, in corporate and capital markets laws, can be found on the AulaWeb page.

As part of the degree programme, it prepares you for the optional English language course European Union Financial and Insurance Markets Regulation, which is recommended to broaden your knowledge of the subject and to prepare you for study abroad with specialisation in capital market law.

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

For attending students (i.e., students that actively participated in at least 80% of the classes, as shown in the attendance records): teaching materials and materials for the exams will be specified on AulaWeb, the University of Genoa E-learning Platform. 

For non-attending sudents: Ventoruzzo, Diritto delle società quotate e dei mercati finanziari, Giappichelli, 2023, chapters I-XII and XIV-XV (pp. 1-418 e pp. 435-511) or, at the student’s choice,  Annunziata, Il mercato mobiliare, Giappichelli, 2021, chapters I-XVIII (pp.1-516).

For student workers (with full-time basis job commitment): Renzo Costi, Il mercato mobiliare, Giappichelli, 2023, chapters III - VII.

For students with learning disabilities: teaching materials and materials for the exams will be made available on AulaWeb, the University of Genoa E-learning Platform. Specific instructions on the use of the handbook – whether in combination with, or in alternative to, the AulaWeb materials – may be agreed upon with the teachers. 

Please note that the language of the course (and of the materials to prepare for the exams) is Italian, although English materials may be used for teaching purposes.

TEACHERS AND EXAM BOARD

Exam Board

MICHELE SIRI (President)

IUNIO GIRAUDO

MATTEO GARGANTINI (President Substitute)

DILETTA LENZI (President Substitute)

ILARIA CERIANA (Substitute)

ALESSIA MISTRETTA (Substitute)

ANNA MOLINARI (Substitute)

FRANCESCA PALAZZINI (Substitute)

LESSONS

LESSONS START

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

Class schedule

COMMERCIAL LAW II - EU FINANCIAL MARKET LAW

EXAMS

EXAM DESCRIPTION

In each academic year session, the examination takes the form of a closed-book written exam with open-ended questions to be taken in Italian, both for the programme applicable to attending students and for the programme relevant to non-attending students. 

Attending students may, as an alternative to the written examination in regular sessions, take a two-part examination, with one part taking place during the lecture period. The first part of the exam, in the form of a written question, assesses the basic theoretical concepts and requires the solution of a case from the first part of the course. The final exam, which also takes the form of a closed-book written exam with open-ended questions, applies to the second part of the programme addressed in class. 

The exam for non-attending students only takes place in the official calls. The calendar of ordinary calls for applications is published on the University website. Possible postponements are also announced on the AulaWeb page and are made on the University website for exam bookings. Always check AulaWeb for the actual date close to the scheduled date. There are no extraordinary sessions other than the official ones or any post-appeals. Admission to the exam is subject to online registration on the University website for exam bookings. In the event of a failing grade, the exam cannot be retaken immediately following the roll call of the same session. In the event of a failing grade, the exam may be repeated at the immediately following roll-call.

ASSESSMENT METHODS

The exams aim at verifying the student's actual knowledge and acquisition of the basic theoretical notions as well as their ability to identify and apply the reference rules to specific concrete cases.

Through general theoretical questions and the presentation of case law cases - which for attending students are regularly inspired by the teaching activity carried out in the classroom - it will be ascertained whether the student is able to:

• Identify and define legal concepts using appropriate technical language.
• Identify, distinguish, know and apply the main regulatory provisions governing the basis and scope of financial markets regulation, the regulation of issuers, corporate governance rules, the regulation of intermediaries, collective asset management, secondary markets, the private markets for corporate finance and alternative capital markets. 
• Understand and interpret, with a critical spirit and autonomy of judgement, the main regulatory texts and the texts of some fundamental rulings discussed in class.
• Autonomously identify and apply the applicable regulations, also based on concrete examples.

Exam schedule

FURTHER INFORMATION

Further information is available on the AulaWeb page.