syllabus of the class from bocconi from 2014

SRSyllabus_2014_complete1

1. 1
ACADEMIC YEAR 2013-2014

30058 - COMPARATIVE BUSINESS AND EUROPEAN LAW

BIEMF

Class 16

G. SANDRELLI – L. MANDERIEUX

Syllabus

This syllabus sets forth the dates on which each lecture will be held, along with the relevant topics to be discussed. However, please note that the
sequence of said topics, as resulting from the mentioned schedule, is approximate in nature. As a consequence, the discussion of certain topics might
be deferred or put forward.

Lecture Date Subject Readings (*) Professor
1.
Feb 12
(13.30 - 16.00)
Presentation of the Course
Introduction to Corporate Law
The concept and the basic characteristics of a
corporation
Corporate vs. non-corporate Forms
ICL: Ch. 1, 2 (§§ 1,
5-7)

J. Armour et al.
What is Corporate
Law? (LS)
Giulio Sandrelli
2.
Feb 13
(10.30 - 13.00)
The Incorporation Process
Hypotheticals and cases on the concept and
characteristics of corporations
The incorporation process
The market for incorporation and
reincorporation (EU, US)

ICL: Ch. 4 (§§ 1, 3,
6.1, 7)

J. Armour et al.
What is Corporate
Law? (LS)
Giulio Sandrelli

2. 2
Lecture Date Subject Readings (*) Professor
3.
Feb 19
(13.30 - 16.00)
Patterns of Corporate Ownership, Agency
Problems and Legal Strategies
Types of agency costs
Legal strategies to reduce agency costs

ICL: Ch. 8

J. Armour et al.,
Agency Problems and
Legal Strategies (LS)
Giulio Sandrelli
4.
Feb 20
(10.30 - 13.00)
The Financing of a Corporation (I)
Equity financing: shares and classes of shares
Transfer of shares
Shares and the system of legal capital: own
shares, financial assistance
Issuance of new shares

ICL: Ch. 2 (§ 3), 5,
16 (§ 6-10)
Giulio Sandrelli
5.
Feb 21
(13.30 - 16.00)
The Financing of a Corporation (II)
Quasi-equity instruments
Debentures

ICL: Ch. 6, 7 (§§ 1,
2.1, 2.4)
Giulio Sandrelli
6.
Feb 26
(13.30 - 16.00)
The Basic Governance Structure
The balance of power between the shareholders
and the board
One-tier and two-tier structures of governance
Cross-jurisdictional analysis
The Italian models of corporate governance

Materials available
on LS

ICL: Ch. 8, 9 (§§ 1-
3), 10
Giulio Sandrelli

3. 3
Lecture Date Subject Readings (*) Professor
7.
Feb 27
(10.30 - 13.00)
The Board of Directors (I)
Managerial power and legal authority of directors
Appointment and removal of directors
The board composition: Executive and non-
executive directors, independent directors,
minority directors
Director compensation


ICL: Ch. 9 (§§ 1-3);
Ch. 19 (§§ 8-11)
Giulio Sandrelli
8.
Feb 28
(13.30 - 16.00)
The Board of Directors (II)
Introduction to the directors’ duties
Cross-jurisdictional analysis on regulation of the
board of directors and the directors’ duties
In particular, the duty of care (including the
monitoring duty)
Conflict of interest and related-party transactions:
legal strategies and cross-jurisdictional analysis
(the concept of duty of loyalty)
Corporate opportunities

Materials available
on LS

ICL: Ch. 9 (§§ 4-7);
Ch. 19 (§ 13)

9.
Mar 5
(13.30 - 16.00)
The Board of Directors (III)
Cases and materials on the duty of loyalty
Liability of directors
Shareholder lawsuits

Materials available
on LS

ICL: Ch. 9 (§§ 5-7)

4. 4
Lecture Date Subject Readings (*) Professor
10.
Mar 6
(10.30 - 13.00)
The Shareholders’ Meeting (I)
Shareholders’ meeting and agency problems
Functions of the shareholders’ meeting in the
Italian system
Call of the shareholders’ meeting
Participation through proxies, especially in listed
companies

ICL: Ch. 11 (§§ 1-4);


Giulio Sandrelli
11.
Mar 7
(13.30 - 16.00)
The Shareholders’ Meeting (II)
Voting in the shareholders’ meeting
Shareholder conflict of interest
Invalid resolutions

ICL: Ch. 11 (§§ 5-7);
Ch. 19 (§§ 5, 7)


12.
Mar 12
(13.30 - 16.00)
Internal and External Controls
The structure of internal controls in the Italian
corporate governance models
Interplay among different control bodies (board
of directors, board of statutory auditors, internal
audit)
The external auditor
ICL: Ch. 12 (§§ 1,
2, [3], 4); Ch. 13

13.
Mar 13
(13.30 - 16.00)
Creditor Protection (I)
Why should corporate law deal with creditors?
Strategies based on disclosure and gatekeepers
Rules vs. standards in creditor protection: Legal
capital, distribution constraints, solvency tests
Materials available
on LS

ICL: Ch. 5 (§ 4)

Giulio Sandrelli

5. 5
Lecture Date Subject Readings (*) Professor
14.
Mar 14
(14.30 - 16.00)
Creditor Protection (II)
Rules vs. standards in creditor protection:
Wrongful trading, duty of loyalty, criminal
liability
Protecting creditors against controlling
shareholders: Shadow directors, subordination,
piercing the corporate veil
Hypotheticals and cases
Cross-jurisdictional analysis
Materials available
on LS

ICL: Ch 16 (§ 11)

Giulio Sandrelli
15.
Mar 19
(13.30 - 16.00)
Fundamental Changes in the Relationship
Among the Participants in the Firm
Charter amendments
Exit rights
Cross-jurisdictional analysis
Materials available
on LS

ICL: Ch. 15, 16 (§§
1-5)
Giulio Sandrelli
16.
Mar 20
(10.30 - 13.00)
Groups of Companies
The definition of “group”: control, direction and
coordination
Agency problems involved in groups of
companies
Italian regulation of groups

ICL: Ch. 18

6. 6
Lecture Date Subject Readings (*) Professor
17.
Mar 26
(13.30 - 16.00)
Control Transactions (I)
Introduction to M&A transactions
Agency problems in control transactions
Transactions in targets with no controlling
shareholder
Transactions in controlled companies
The mandatory bid rule

Materials available
on LS

ICL: Ch. 20
Giulio Sandrelli
18.
Mar 27
(10.30 - 13.00)
Control Transactions (II)
Merger and demerger transactions (forms of
mergers, specific agency conflicts, freeze-out
mergers)
Cases on control transactions

Materials available
on LS

ICL: Ch. 17
Giulio Sandrelli
EASTER BREAK

19.
Apr 30
(13.30 - 16.00)
Conclusions on the Business Law part and
moot exam
-


Giulio Sandrelli
20.
May 7
(13.30 - 16.00)
The History of the EU and the Institutional
Framework
Reinisch, chapter 1
and 2
Laurent Manderieux
21.
May 8
(10.30 - 13.00)
The making of EU Law Reinisch, chapter 3
Laurent Manderieux
22.
May 14
(13.30 - 16.00)
The effect of Union Law Reinisch, chapter 4
Laurent Manderieux

7. 7
Lecture Date Subject Readings (*) Professor
23.
May 15
(10.30 - 13.00)
Judicial control within the EU
Protecting fundamental rights within the EU
Reinisch, chapter 5
Reinisch, chapter 6
Laurent Manderieux
24.
May 21
(13.30 - 16.00)
The free movement of goods
The free movement of persons
Reinisch, chapter 7
Reinisch, chapter 8
Laurent Manderieux
25.
May 22
(10.30 - 13.00)
International Seminar: “Preparing, drafting
and managing an EU project: the key role of
Private Consortium Partners”


Laurent Manderieux
26.
May 28
(13.30 - 16.00)
International Seminar: “Building, Legal
drafting and Managing Cooperation
Projects in the European Continent: the
Key Role of European IGOs”

Laurent Manderieux
27.
May 29
(10.30 - 13.00)
Selected EU policies
The EU as an international actor

Reinisch, chapter 10
Reinisch, chapter 11
Laurent Manderieux

(*) Each reference to a specific paragraph should be intended as a reference to all relevant subparagraphs, unless otherwise specified.

Reading materials

Textbook:
A. DE NICOLA - M. CARONE, Italian Company Law. Companies Limited by Shares, Egea, Milan, 2014 (“ICL”), limited to the parts
indicated above.
A. REINISCH, Essentials of EU Law, second edition, Cambridge, 2012 (NB: As the part of EU law is taught in May, the book will be
available in April).

8. 8
V. PIACENTINI, Estratto del Codice Civile Italiano tradotto in inglese – parte societaria, IPSOA, 2012 (optional).

Other readings:
Additional readings, including hypotheticals, cases, and legislative and regulatory references, will be posted on the learning space (“LS”)
Class slides will be posted, as appropriate, on the learning space in order to facilitate the understanding and review of the discussed concepts.
The slides may supplement, but are not a substitute for, the attentive and complete reading of all the assigned materials.

Detailed Description of Assessment Methods

Students should only and exclusively attend the class they are assigned to, for the following reasons:

1) For the students who regularly attend their class lessons, active participation during classes will be taken into consideration for the final mark;

2) A limited number of group presentations may be assigned to students who regularly attend lessons and their outcome will be taken into
consideration for their final mark.

The final exam will be a written exam, consisting of 6 open-ended questions, relating to the Program of Class 16 only, of which:
- 4 questions make reference to comparative business law topics;
- 2 questions make reference to EU law.

5 points are given to each correct answer.

Students cannot refuse the mark given to them. Delivery of the exam-paper without express indication that the relevant student intends to withdraw
from the exam shall be regarded to as acceptance of the final mark.

Students who have not been duly enrolled for the Class 16 exam shall not be admitted.

9. 9


Office hours

Giulio Sandrelli: Thursday, 13.00-14.00, Grafton Building, 1
st
floor, room D2-08

Laurent Manderieux: as of the start of the European Law Classes, Thursday, 17.00-18.00, Grafton Building, 1
st
floor, room C1.06

Contact:

giulio.sandrelli@ unibocconi.it
laurent.manderieux@ unibocconi.it



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