European Company Law
A.Y. 2023/2024
Learning objectives
1) Knowledge and understanding. Students must demonstrate to have acquired a basic knowledge of the fundamental principles of European company law.
2) Application capacity. Students must demonstrate to have acquired the ability to select, interpret and apply argumentatively the relevant regulation.
3) Making judgments. Students should be able to understand the scope and role of institutions subject of the course and to have acquired the ability to draw conclusions on the issues raised on the basis of a reasoned analysis.
4) Skill in communication. Students must demonstrate the ability to express their knowledge with property of language.
2) Application capacity. Students must demonstrate to have acquired the ability to select, interpret and apply argumentatively the relevant regulation.
3) Making judgments. Students should be able to understand the scope and role of institutions subject of the course and to have acquired the ability to draw conclusions on the issues raised on the basis of a reasoned analysis.
4) Skill in communication. Students must demonstrate the ability to express their knowledge with property of language.
Expected learning outcomes
A successful student should identify, analyse and critically evaluate the basics of the framework of the European Union company law.
Lesson period: Second semester
Assessment methods: Esame
Assessment result: voto verbalizzato in trentesimi
Single course
This course can be attended as a single course.
Course syllabus and organization
Single session
Responsible
Lesson period
Second semester
Based on the availability of classrooms and their sanitization, the lessons will be held in presence, if the number of students attending will be compatible with the distance obligations. The lessons will be carried out also by simultaneously activating the Microsoft Teams platform.
If the above is not possible, the lessons will take place synchronously through the use of the Microsoft Teams platform, or asynchronously through the use of power points with audio.
If the above is not possible, the lessons will take place synchronously through the use of the Microsoft Teams platform, or asynchronously through the use of power points with audio.
Course syllabus
The course aims at illustrating the general principles of European Company Law, focusing on the relevant norms of the TFEU, the main Directives and Regulations, the European Model Company Act and the ECJ jurisprudence.
The course will deal also with the provisions and case law of the main European countries (Germany, the Netherland, Spain, and others).
Summary
- What is European Union company law?
- Formation and share capital
- Management of the company and controls
- Shares
- Financing
- Protection of minorities (right to vote and right to exit)
- Groups
- Accounting and financial statements
- Duties and liabilities of directors and supervisors
- Extraordinary transactions
- Dissolution and liquidation
- Listed companies
- Private companies
- Societas Europea and other forms
The course will deal also with the provisions and case law of the main European countries (Germany, the Netherland, Spain, and others).
Summary
- What is European Union company law?
- Formation and share capital
- Management of the company and controls
- Shares
- Financing
- Protection of minorities (right to vote and right to exit)
- Groups
- Accounting and financial statements
- Duties and liabilities of directors and supervisors
- Extraordinary transactions
- Dissolution and liquidation
- Listed companies
- Private companies
- Societas Europea and other forms
Prerequisites for admission
According to the didactic regulation of the Course of Law, before taking the European Company Law exam, the following examinations must have been taken: Private law, Constitutional law, Commercial Law.
Teaching methods
A detailed course programme will be made available at the beginning of the course
Teaching Resources
The textbook is the book by prof. Andrea Vicari: "European Company Law", edited by De Gruyter, Berlin, 2021.
The book is available at https://www.degruyter.com/ or, for instance, at https://www.amazon.com/
The book is available at https://www.degruyter.com/ or, for instance, at https://www.amazon.com/
Assessment methods and Criteria
The examination consists of a written test at the end of the course
Educational website(s)
Professor(s)
Reception:
Tuesday 14.30
Dipartimento di Diritto Privato e Storia del Diritto - 1° floor