Corporate governance and social responsibility

A.Y. 2018/2019
Overall hours
Learning objectives
The course aims at providing students with:
· a comprehensive legal framework to discuss corporate governance and CSR issues
· an understanding of the fundamental questions currently debated in corporate law
· an understanding of the state of the art of the CSR debate and of its main problems
· a picture of the regulatory framework and its evolutions
Expected learning outcomes
The course aims at providing students with the ability to:
· engage in legal reasoning and discussion
· combine interdisciplinary knowledge
· compare different legal systems and link legal solutions with underlying socio-economic factors
· analyse legal rules critically
· present and discuss different point of views on the course's subject matter
Course syllabus and organization

Unique edition

Lesson period
First semester
· What is a corporation? The foundations of corporate law
· Corporate law in action/1: Agency problems and legal strategies
· Corporate law in action/2: The interests of shareholders as a class
· Corporate law in action/3: Minority shareholders and non-shareholders
· Corporate law in action/4: the protection of creditors
· The theory of the corporation: the agency paradigm
· The theory of the corporation: an alternative view
· CSR and the corporate interest debate/1: the shareholder value, and a critique
· CSR and the corporate interest debate/2: the team production theory
· CSR and the corporate interest debate/3: a "procedural" view
· CSR in action: the EU, the OECD, the UN, and India
· CSR: the voluntary vs mandatory debate
· The benefit corporation/1: the law
· The benefit corporation/2: the debate
IUS/04 - BUSINESS LAW - University credits: 6
Lessons: 42 hours