Teaching code

4S008955

Academic staff

Anna Genovese, Michele De Mari

Coordinator

Anna Genovese

Credits

6

Language

Italian

Scientific Disciplinary Sector (SSD)

IUS/04 - BUSINESS LAW

Period

Secondo semestre (lauree) dal Feb 26, 2024 al May 31, 2024.

Courses Single

Authorized

Lessons timetable Moodle Seminars 0

Learning objectives

The course aims to address the study of individual types of companies (functional and organizational types) with specific attention to listed companies and financial markets. In line with the general objectives of the Degree Course in which the teaching is included, it aims to deepen the study of corporate functions (management, strategic direction and supervision and control) and internal corporate functions, by providing the conceptual and methodological basis of the thematic areas dealt with in order to correctly interpret the principles, theories and practices that characterize the subject matter of teaching, as well as by encouraging a holistic approach to the matter. At the end of the lessons, the student will be able to use consciously and correctly the specialist legal language of the subject matter, to apply the method and the legal reasoning learned, with autonomy of judgment, for a correct interpretation of the fundamental institutions of the subject in the business and professional field, as well as to combine and apply the known legal rules in order to obtain a reasonable rule of judgement for the individual case.

Prerequisites and basic notions

Institutional knowledge of commercial law

Program

The program focuses on the rules of corporate governance and management of joint stock companies (spa and srl). In particular, it analyzes management skills, the structure and functioning of the administrative body, the obligations and duties of directors, the rules on directors' fees, representation of the company, the responsibilities of directors. Internal controls by the shareholders, the board of statutory auditors, the auditor. External controls and judicial control. The dualistic and monistic governance systems. The relationship between ownership and government of corporations: interferences in management and accountability. The categories of shares and quotas have an impact on corporate governance. The relationship between sustainable development and corporate governance law. The debate on sustainable corporate governance. The impact of the discipline on sustainability reports and of the EU taxonomy of eco-sustainable economic activities on the sustainable management of equity companies. The texts to be used for the preparation of the exam are: M. Irrera (directed by), Government law of joint stock companies and limited liability companies, Giappichelli Editore, Turin, 2020, from page. 342 (excluding chapter XVI); and A. Genovese, The eco-sustainable management of the stock company. Between rules and context. Il Mulino, Bologna, 2023, from p. 1 on p. 188.

Bibliography

Didactic methods

The teaching methods consist of lectures dedicated to the transmission of basic notions, key categories and fundamental application tools. The didactic offer is also imparted through the case study method with the illustration of cases subject to jurisprudential rulings or particularly significant practical cases, useful for the implementation of knowledge. Furthermore, also thanks to the University e-learning platform, specific updating readings are proposed. Throughout the academic year, the individual reception service is available, managed by the teachers at the end of the lessons or by booking via email or even through the University's online platform. Students can also at any time ask written questions via email to teachers, which are processed promptly. The online formulation of questions allows students to measure themselves also with written legal language and to practice dialectically. The "active" participation of students in the lessons is positively evaluated. With regard to non-attending students, the teaching methods consist in the constant care by teachers of non-attending students through individual support in the study of the recommended textbooks. The content of the textbooks and lectures held in the classroom adheres to the program. Further didactic material relating to the program is available on the e-learning platform of the teaching.

Learning assessment procedures

The verification of the acquisition by the students of the method, of the notions, of the skills and of the educational objectives indicated above, as well as of the specialized language of Company Law takes place through an oral exam on the entire program and on the study texts indicated in the Teaching program , at the end of the course, with a vote out of thirty. There are no intermediate tests.

Evaluation criteria

The oral test consists in particular in an interview aimed at verifying: - understanding and knowledge of the texts indicated in the teaching programme; - the depth and breadth of knowledge gained; - ownership of legal language; - the ability to connect knowledge in a systemic form and to use the reference normative sources; - analytical and argumentative skills.

Criteria for the composition of the final grade

The vote is expressed in thirtieths. To pass the exam it is necessary to achieve 18 thirtieths. Passing the exam requires registration of the test. For particularly brilliant exams, the coordinating teacher can award honours.

Exam language

Italiano