The course aims at analysing the functional profiles and objectives of the corporate governance system of companies limited by shares, through a comparative analysis of the key features of corporate law in some of the major jurisdictions. A comprehensive analysis of the most relevant conflicts within a company, in particular between managers and shareholders, controlling and minority shareholders, shareholders and non-shareholders, will give the opportunity to analyse how the law tries to create the proper incentives as to direct the management of the corporate firm towards the pursuit of legality and efficiency to the benefit of the economic system as a whole.
Objectives of the course and learning outcomes - understanding of the inspiring principles of the system through the analysis of the fundamental institutions of corporate law; - ability to apply critical analysis and elaboration of knowledge, together with understanding of practical implication; - ability to interpret the rules of law in the perspective of the general principles, to pinpoint their ratio and to maintain reasoned positions on their use.
What is Corporate Law? - Agency problems and legal strategies - The basic Governance structure: a) the interests of shareholders as a class; b) Minority shareholders and non-shareholders constituencies - Transactions with creditors - Related Party transactions - Fundamental changes - Control transactions - Issuers and Investor protection
Materiale didattico e bibliografia
R. Kraakman, J. Armour, P. Davies, L. Enriques, H. Hansmann, G. Hertig, K. Hopt, H. Kanda, E. Rock, The Anatomy of Corporate Law. A Comparative and Functional Approach, Oxford, 2009, Second Edition