The course aims at conveying an in-depth knowledge of the legal discipline of international corporate and financial operations to students, in the perspective of the interaction between the multiple systems and regulatory levels that regulate the different aspects of these operations. At the same time, the course aims to provide students with advanced methodological tools of private international law and of European Union law, applied in the area of financial markets and functional to the management of complex operations.
Expected learning outcomes
Students will acquire the ability to distinguish profiles of interaction, overlap and potential conflict between different regulatory systems, both in an ex ante perspective of planning future activities, and in the perspective of an ex post analysis of events and situations already in place. Moreover, they will become capable of arguing, discussing and managing this kind of situations, developing the topics in a logical, simple and consistent way. Finally, they will become equipped with the theoretical and practical tools by which they will be able to arrange concrete mechanisms to prevent - or solutions to solve - problematic situations
Lesson period: Third trimester
(In case of multiple editions, please check the period, as it may vary)
First Unit (in Italian) - The law applicable to companies/corporations: issues relating to the incorporation, corporate bodies and governance; - The status of the shareholders: administrative and patrimonial rights, relationship between lex societatis and lex tituli; - The cross-border mergers of corporations between the EC Directive 2005/56, art. 25 of the Italian Private International Law Act and Italian Legislative Decree no. 108 of May 30, 2008. Second Unit (in English) - Choice of law rules on contracts relating to financial instruments (from the 1980 Rome Convention on the law applicable to contractual obligations to the EC "Rome I" Regulation), interaction between the law applicable to financial instruments and the rules of the market in which they are admitted to listing or are negotiated; - The cross-border take-over bids between the EC Directive 2004/25 and its implementation by the Italian Consolidated Finance Act; - The harmonization of the stock-market rules and regulations. The home-country principle in the EU regulation of the prospectus to be published when securities are admitted to trading and ongoing/periodical company information.
Prerequisites for admission
Students are supposed to be cognizant of the general notions and instruments of conflicts-of-laws, as well as of the rules provided under Rome I Regulation No 593/2008 on the law applicable to contractual obligations (e.g., F. Mosconi, C. Campiglio, Diritto internazionale privato e processuale. Parte generale, UTET, last ed.). Moreover, students may benefit from reading an handbook on company law (e.g., R. Costi, Il mercato mobiliare, Giappichelli, ult.last ed. ; or G.F. Campobasso, Diritto commerciale, vol. 2, UTET, last ed.).
The teaching methodology is based on lectures coupled with oral and ppt presentations delivered by students, as well as on case-studies and case-simulations. The interaction with and among participants will be channeled through the course Ariel website https://fvillatadimf.ariel.ctu.unimi.it/v5/home/Default.aspx
First Unit M.V. Benedettelli, Art. 25, in Nuove leggi civili commentate, 1996, pp. 1108-1148 M.V. Benedettelli, Introduzione al diritto internazionale privato ed europeo delle società, in M.V. Benedettelli-M. Lamandini, Diritto societario europeo e internazionale, UTET, 2016, pp. 1-67 F.C. Villata, La legge applicabile alla negoziazione di strumenti finanziari nel regolamento Roma I, in N. Boschiero, La nuova disciplina comunitaria della legge applicabile ai contratti (Roma I), Torino, 2009, pp. 417-442 Second Unit M. Haentjens, P. De Gioia-Carabellese, European Banking and Financial Law, Routledge, ult. ed. F. GARCIMARTÍN ALFÉREZ, Cross-Border Listed Companies, in Collected Courses of the Hague Academy of International Law, vol. 328, 2007, p. 13 ss. Relevant legislation may be retrieved at http://europa.eu.int/eur-lex/lex/it/index.htm.
Assessment methods and Criteria
ATTENDING students will have the opportunity to take intermediate written tests with open-ended questions, and register the grade expressed in thirtieths resulting from the average of the marks reported in the tests Attending students shall take the oral exam if both written tests are insufficient or if any student decides to not accept the mark obtained in the written tests. Attending students will also have the opportunity to take the exam entirely in oral form. During the course, the knowledge gradually acquired will also be monitored through oral and/or electronic presentations of the aspects of in-depth study of the topics covered by the course. For each presentation the student can achieve an increase of the mark obtained in the intermediate tests up to 1 point. NOT ATTENDING shall take the exam entirely in oral form. The part of the exam relating to the second module is in English - this applies for both attending and non-attending students. The examination methods above aim at ascertaining the knowledge of the fundamental tools of legal analysis of companies' international financial transactions, also through the assessment of the student's ability to frame and resolve case studies independently and to critically analyse the solutions offered by practice for situations involving a dispute and to present their evaluation with awareness and correct specialist language. The final grade will take into consideration both the theoretical knowledge aspects and the argumentative and expository capacity.