Ateneo - UPO

The corporate governance
PARTNERSHIPS
STOCK COMPANIES
LISTED COMPANIES
COMPANY LIMITED BY SHARES
LIMITED LIABILITY COMPANY
COOPERATIVES
SUPERVISED COMPANIES
PUBLIC COMPANY
The governance of partnerships in the Spanish legal system

An updated version of the Civil Code is essential.
Other recommended readings:
AA.VV., Diritto del governo delle imprese, diretto da Maurizio Irrera,
Giappichelli, Torino, 2da ed., 2020.
In class, additional materials are proposed and used (cases, supplementary readings etc.) which are then published on the course page.

1) Knowledge and understanding.
The course’s purpose, throughout the study of the corporate governance
in the various types of companies, is to provide students with
appropriates instruments to understand and correctly apply the rules of
law in each individual case with a critical attitude and an appropriate
technical language.
2) Applying knowledge and understanding.
The course’s purpose is to allow the comprehension of scholars’ works
and judicial decisions.
3) Making judgments.
The course’s purpose is to provide students the instruments to be able to
grasp the main issues of the subject, to apply them to practical cases and
to critically analyze the different interpretations of a rule.
4) Communication skills.
Risultati di
apprendimento
attesi/Intended
learning objectives
A) Conoscenza e capacità di comprensione
Si auspica che lo studente possa acquisire conoscenze e capacità di
comprensione della governance delle società di capitali, con particolare
riferimento all'iter decisionale, alla diligenza nella gestione, ai casi di
responsabilità e ai sistemi di controllo.
B) Capacità di applicare conoscenza e comprensione
Si auspica che lo studente possa applicare correttamente a casi concreti
la disciplina positiva oggetto del corso.
C) Autonomia di giudizio
Si auspica che lo studente acquisisca capacità critica nel valutare le
soluzioni date alle problematiche dai vari operatori del settore
(professionisti, giurisprudenza).
D) Abilità comunicative
Si auspica che lo studente sia in grado di discutere problemi e
prospettare soluzioni relativamente a casi di studio.
E) Capacità di apprendimento
Si auspica che lo studente acquisisca i fondamenti metodologici per
l'applicazione degli istituti oggetto del corso.
The course’s purpose is to provide the student with the ability to
rigorously use the legal technical language.
5) Learning skills.The students will become familiar with the most
important pieces of legislation and sources of bibliographic references.

Students must have proven knowledge of Commercial Law.

1. Knowledge and understanding.
Traditional face-to-face lessons and self-study based on teaching
materials here suggested or indicated during the course.
2. Applying knowledge and understanding.
Exercises carried out by the Professor during the course.
3. Making judgments.
Students will be stimulated to interpret the rules during face-to-face
lessons.
4. Knowledge of technical language – Communication skills.
The meaning of legal terms will be explained during the course.
5. Learning skills.
Starting from the rule of law, doctrinal and case-law developments
related to every legal instrument will be analyzed.

VERY IMPORTANT

APP students have an 8 cfu program, PARTS: I, II, III, see Content.

Students of Law and MEF of 6 credits, PARTS: I (Managment), II (only MEMBER' S RIGHT OF CONTROL and STATUTORY AUDITORS), III (Visiting Professor, M. Troncoso Reigada) see Content.

Students with physical disabilities, Learning Disabilities or Special Education Needs can request specific services and tools via the Staff Sviluppo e Coordinamento Carriere e Servizi alle Studentesse e agli Studenti, consulting the University webpage: https://www.uniupo.it/en/services/servicesstudents-physical-or-learning-disabilities Students with disabilities, learning disabilities or special education needs, once they have contacted the University Staff, can refer to the tutor in charge of the course to define the examination modalities, concerning academic aspects.

The exam is written. Specifically, the exam consists of essay questions
aimed at verifying an in-depth knowledge of the rules of law, the ability
to apply the knowledge of the legal institutes to concrete cases and the
ability to critically interpret the rules of law.Students are given the option of taking two classroom exercises.

Notion of corporate governance and the historical relationship between
the general assembly and the board of directors:
Part I: MANAGEMENT
- COMPETENCES
- APPOINTMENT
- PERSONAL REQUIREMENTS (Integration with the gender dimension, regarding the composition of the directors board)
- PROHIBITION OF COMPETITION
- COMPANIES DIRECTORS
- TERMINATION
- REPLACEMENT
- STRUCTURE AND FUNCTIONING
- ORGANISATIONAL STRUCTURE
- DUTIES
- REMUNERATION
- LEGAL REPRESENTATION
- LIABILITY AND BUSINESS JUDGMENT RULE
- GENERAL DIRECTOR

Part II:CONTROL SYSTEMS AND ALTERNATE CORPORATE GOVERNANCE
SYSTEMS
- MEMBER' S RIGHT OF CONTROL
- STATUTORY AUDITORS (Integration with the gender dimension, regarding the composition of the statutory auditors)
- AUDIT
- EXTERNAL CONTROL
- INTERNAL SYSTEM CONTROL
- “ORGANISMO DI VIGILANZA”
- ONE-TIER AND TWO-TIER SYSTEMS- the generational transition of the undertaking

Part III (Visiting Professor, M. Troncoso Reigada):
The governance of partnerships in the Spanish legal system

A) Knowledge and understanding
We hope that students gain knowledge and understanding on corporate
governance, with particular attention to decision making, management
diligence and management supervision.
B) Applying knowledge and understanding
We hope that students are able to properly apply rules studied.
C) Making judgements
We hope that the students gain critical skills in evaluating the answer
provided by the professionals, including case law.
D) Communication skills
We hope that the students are able to discuss the issues and to propose
solutions.
E) Learning skills
We hope that the students gain the methodological basis about the legal
research on law matters and are able examine in depth the subjects
discussed during the course.