Ateneo - UPO

The course deals with the relationship between risks and power in corporations and how this relationship affects corporate governance.

Excerpts of books and law journal articles will be assigned as readings. All reading material will be published on the online platform at the beginning of the course.

The course aims at offering a deeper understanding of corporate law and the development of skills for the legal profession, pertinent to the solution of legal problems and the drafting of legal essays.

Students shall have a basic knowledge of corporate and contract law

The course will be held as a seminar. Students are expected to prepare for class beforehand (starting from class 2): this requires a careful reading of about 30/40 pages for each class, so that student may actively participate in class discussion. Students will be also requested to prepare short essays on the topic assigned (in the form discussed: memorandum, law journal article, judicial decision comment) that shall be discussed during the following class.
Hence, starting from class 2, part of the time will be spent on a joint and critical examination of the written essays (previously sent to the Professor) and the rest of the class will be used to address the specific topic of the class as per the programme.
The last 3 classes will be dedicated to written class exercises on topic to be jointly identified.

Good knowledge of the English language is required.

Specific indications will be given to, and agreed with, students at the beginning of the course. The essays and works required during the course will be graded and will constitute part of the finale grade

CLASS 1 - INTRODUCTION TO THE COURSE
• Part A. Introduction to the course and to its methodology
• Part B. Subject matter of the class: Introductive traits – Proportionality between risks and power and the one-share one-vote principle
• Part C. First written assignment and explanation of the drafting criteria

CLASS 2 – CEM AND THE DEVIATION FROM THE PRINCIPLE ONE SHARE ONE VOTE
• Part A. Joint discussion of students' written assignments
• Part B. Subject matter of the class: Control Enhancing Mechanism (CEM) – rationale and diffusion
• Part C. Second written assignment and explanation of the criteria for drafting

CLASS 3 – TYPES OF CEM
• Part A. Joint discussion of students' written assignments
• Part B. Subject matter of the class: different types of CEM. The Italian case: multiple voting shares and increased voting rights
• Part C. Third written assignment and explanation of the criteria for drafting

CLASS 4 - CEM AND LISTED COMPANIES
• Part A. Joint discussion of students' written assignments
• Part B. Subject matter of the class: listed companies, CEM and change of control
• Part C. Third written assignment and explanation of the criteria for drafting

CLASS 5 - CEM IN THE US AND EU MARKETS
• Part A. Joint discussion of students' written assignments
• Part B. Subject matter of the class: US listed companies and CEM – the EU perspective; legislation to incentivize undertakings’ growth
• Part C. Third written assignment and explanation of the criteria for drafting

CLASS 6 - 7 - 8 - CLASS EXERCISE

Students are expected to learn the fundamental notions underlying the liability of corporate organs. They are expected to gain a real understanding of general principles of the subject matter and to learn how to properly use law sources and legal vocabulary.