Corporate governance and social responsibility

A.Y. 2019/2020
Overall hours
Learning objectives
The course aims at providing students with a comprehensive description and analysis of the legal framework to discuss corporate governance and CSR issues
Expected learning outcomes
At the end of the course students will have:
- a critical 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 in the field and its evolutions
- the capacity to critically analyse the relevant legal rules.
Students will also acquire 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
- present and discuss different point of views on the course's subject matter
Course syllabus and organization

Unique edition

Lesson period
First semester
Course syllabus
Course Subject
The course will analyse the theory of the corporation, the essential elements of the corporate governance, and the corporate social responsibility debate. We will start by asking the most fundamental question: what is a corporation? Then, we will study corporate law in action, with a comparative perspective, and we will analyse the main legal strategies to address the problems of corporate governance. Thereafter, we will return to the theory of corporate law: we will discuss the agency theory and explore a possible alternative. This will lead us to another central question: what is the aim of the corporation? Which interests should corporate law protect? We will discuss the main theories concerning the aim of the corporation, including the shareholder value paradigm and the main stakeholder-oriented theories. The course will then focus on the CSR debate, analysing and discussing how CSR can be pursued and implemented and the role of the law. In so doing we will study the case of "benefit corporation" legislation in the U.S. and elsewhere.

· 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
Prerequisites for admission
A previous knowledge of basic instituions of corporate law is suggested.
Teaching methods
Teaching will be organized in classes. Students are expected to prepare readings in advance of classes when requested and to discuss reading materials in class.
1) Reiner Kraakman et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, 3d ed., Oxford University Press, 2017
2) Other reading materials including laws & statutes, recommendations and other acts of International institutions, scientific articles and papers will be made available during the course.

All class materials will be in English.
Assessement methods and criteria
Class attendance is mandatory. Admittance to the final exam will be reserved to students who will achieve 75% class attendance.
The detailed programme of the course will be provided at the beginning of the course. Reading materials will be generally available on-line (ARIEL).
Students are expected to prepare readings in advance of classes when requested and to discuss reading materials in class.
The final exam will be in writing with an optional oral integration (further information will be provided at the beginning of the course).
IUS/04 - BUSINESS LAW - University credits: 6
Lessons: 42 hours