Introduction Corporate governance is at the heart of corporate law and its importance has grown steadily during the years, especially as a result of the globalization of the economy. While different legal systems find their way to the best regulation of corporate governance, the global dimension of the big corporation pushes to a standardization of the rules; at the same time, path dependency shows how heavily the real functioning of corporations depends on the peculiar features of the single economic and political systems. Finally, the financial (then economic) crisis started in 2008 has casted doubts on much of the conventional wisdom on how corporations should be regulated by the law, thus making corporate governance an even more crucial component of present company law.
Course Subject The course will analyse in detail that part of corporate law that deals with the governance of the corporation. We will start with the central question of corporate governance: what is the aim of the corporation? Which interests should corporate law protect? We will then address the structure of the corporation and the conflicts of interests among its various players: shareholders (and other stakeholders), managers and directors, creditors. The analysis will be conducted using the agency problem paradigm, but we will also try to discuss the limits of this approach. Finally, we will discuss the trends of corporate governance prevailing in the major legal systems and their evolution, with particular regard to the recent financial crisis. The course will have a comparative approach. All relevant issues shall be addressed considering the legal systems of the most important jurisdictions, including the US and the European Union.
Outline The goal of corporate governance: the corporate interest and the aim of the corporation. The rise (and fall) of the shareholders' value paradigm. Stakeholders' theories and their problems. Corporate Social Responsibility from theory to practice. The structure of the corporation and the interests at stake: shareholders, managers, directors, creditors (and other stakeholders). The basic features of corporate law and its common core across the legal systems. The agency problem and its declinations. (A) Managers vs owners: discretion vs opportunism and the business judgment rule. The legal strategies to control managers' power. (B) The conflicts among shareholders: the private benefits of control and the protection of minorities. Legal strategies and their problems. The different types of shareholders and their incentives. (C) Shareholders vs creditors: the legal capital system and its critics. When the interests of shareholders and creditors diverge and what legal systems do about it. Different classes of creditors and the special protection of "weak categories". The applications: related party transactions, control transactions, insolvency. The pathology and the legal reaction. Gatekeepers and beyond.
Materiale didattico e bibliografia
R. Kraakman, J. Armour, P. Davies, L. Enriques, H.B. Hansmann, G. Hertig, K.J. Hopt, H. Kanda, E.B. Rock, The Anatomy of Corporate Law. A Comparative and Functional Approach, Second Edition, Oxford University Press, 2009. Other references might be made available to students during the course.
Su appuntamento via mail. Eventuali variazioni di orario verranno pubblicate sul sito del Dipartimento alla pagina http://www.dpsd.unimi.it/ecm/home/didattica/didattica-nelle-sezioni/diritto-commerciale-e-industriale-e-analisi-di-politica-economica.