Financial Markets and Securities Law
A.Y. 2026/2027
Learning objectives
The course addresses various matters in Italian and European capital markets and securities regulation. First of all, an analysis will be made on the matters related to the various securities traded in capital markets, from the notion of financial instruments to their dematerialization. Second, the course will address the role of the different players acting in capital markets and their services to clients, with separate understanding of the issues raised by financial services and the management of collective investment. Additional analysis will be made on the regulation of the investment and disinvestment solicitation and the obligation to publish the prospectus. Finally the course will deal with specific matters related to issuers' regulation and with the laws on market abuse and market manipulation.
Expected learning outcomes
1) Knowledge and understanding. Students shall demonstrate deep knowledge of capital markets and securities regulation and the role of the various players acting in the industry.
2) Applying knowledge. Students shall demonstrate ability to gather, interpret and apply the law and the regulation included in the program to practical cases.
3) Making Judgment. Students shall demonstrate ability to understand the scope and the goals of the law and regulation included in the program, as well as the ability to elaborate solutions on the relevant issues on the basis of correct legal arguments.
4) Communication. Students shall demonstrate ability to communicate the acquired knowledge by raising arguments that are logically coherent and scientifically correct in the appropriate language.
5) Learning skills. Students shall demonstrate those learning skills that are necessary for them to undertake further study with a high degree of autonomy
2) Applying knowledge. Students shall demonstrate ability to gather, interpret and apply the law and the regulation included in the program to practical cases.
3) Making Judgment. Students shall demonstrate ability to understand the scope and the goals of the law and regulation included in the program, as well as the ability to elaborate solutions on the relevant issues on the basis of correct legal arguments.
4) Communication. Students shall demonstrate ability to communicate the acquired knowledge by raising arguments that are logically coherent and scientifically correct in the appropriate language.
5) Learning skills. Students shall demonstrate those learning skills that are necessary for them to undertake further study with a high degree of autonomy
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
Course syllabus
The course introduces students to financial markets law, providing the conceptual and regulatory tools needed to understand how securities markets function and how they are regulated.
The course covers the following topics:
The securities market: the rationale for its regulation
Sources of law: the impact of European Union law on Italian legislation
Regulators: supervisory authorities (Consob, Bank of Italy) and their functions
Subject matter: financial products, financial instruments, and securities
Market participants: financial intermediaries and issuers
Activities: investment services and collective asset management. Conduct rules and organizational rules.
Regulated markets and other trading venues: how trading operates and the rules governing it
Public offerings of financial products and listing: requirements and applicable rules (prospectus, prospectus liability)
Disclosure in the secondary market
Market abuse: offenses under financial markets law. Insider trading and market manipulation.
Public takeover bids: requirements, applicable rules, and protection of minority shareholders (mandatory tender offer)
The course covers the following topics:
The securities market: the rationale for its regulation
Sources of law: the impact of European Union law on Italian legislation
Regulators: supervisory authorities (Consob, Bank of Italy) and their functions
Subject matter: financial products, financial instruments, and securities
Market participants: financial intermediaries and issuers
Activities: investment services and collective asset management. Conduct rules and organizational rules.
Regulated markets and other trading venues: how trading operates and the rules governing it
Public offerings of financial products and listing: requirements and applicable rules (prospectus, prospectus liability)
Disclosure in the secondary market
Market abuse: offenses under financial markets law. Insider trading and market manipulation.
Public takeover bids: requirements, applicable rules, and protection of minority shareholders (mandatory tender offer)
Prerequisites for admission
The course is for students who have passed the examination in Commercial Law.
Teaching methods
The course is taught through lectures delivered by the instructor. During the course, the analysis of practical cases and classroom discussion will be promoted. Individual or group presentations by students will be encouraged during the course.
Teaching Resources
Texts and materials will be suggested during the lectures.
For exam preparation, it is in any case essential to refer to an (updated) textbook. The following are recommended:
F. Annunziata, La disciplina del mercato mobiliare, Torino, Giappichelli, latest edition; or,
R. Costi, Il mercato mobiliare, Torino, Giappichelli, latest edition; or,
A. Perrone, Il diritto del mercato dei capitali, Milano, Giuffrè Francis Lefebvre, latest edition.
For exam preparation, it is in any case essential to refer to an (updated) textbook. The following are recommended:
F. Annunziata, La disciplina del mercato mobiliare, Torino, Giappichelli, latest edition; or,
R. Costi, Il mercato mobiliare, Torino, Giappichelli, latest edition; or,
A. Perrone, Il diritto del mercato dei capitali, Milano, Giuffrè Francis Lefebvre, latest edition.
Assessment methods and Criteria
The final examination takes place in the form of an oral examination and the grades are expressed in a scale from zero to thirty (30), with the possible mention "cum laude". The criteria to evaluate the oral examination are based on the ability of the student to provide correct answers, to make a clear presentation and to make critical analysis and arguments. For attending students, additional assessment methods are provided that take into account class participation and the completion of individual or group activities (e.g., case presentations, discussion of current policy issues, drafting of academic papers or memos), in which the role that the use of AI tools and prompting methods may play will also be discussed in class.
IUS/04 - BUSINESS LAW - University credits: 6
Lessons: 42 hours
Professor:
Dalmartello Andrea
Shifts:
Turno
Professor:
Dalmartello AndreaProfessor(s)
Reception:
At the end of classes or by appointment via email or Teams
Department of Legal Studies "Cesare Beccaria"