International corporate governance

A.A. 2015/2016
Insegnamento per
Crediti massimi
Ore totali
Obiettivi formativi
The course will analyse in detail that part of corporate law that deals with the governance of the corporation.
- In-depth knowledge of the main problems of corporate governance
- Sophisticated legal reasoning and ability to combine interdisciplinary knowledge
- Ability to compare different legal systems and to link legal solutions with underlying socio-economic factors
- Ability to analyze legal rules critically
- Ability to present and discuss in the English language different point of views on the course's subject matter

Struttura insegnamento e programma

Edizione attiva
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.

The goal of corporate governance: 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 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.
Primo semestre
Primo semestre
Modalità di valutazione
Giudizio di valutazione
voto verbalizzato in trentesimi
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