FINACIAL INTERMEDIATION LAW
The course has the preliminary goal of developing knowledge of normative sources (national, EU and international ones) of finance regulation and of their hierarchical relationship and the capacity of autonomous updating, considering their extreme changeability. Moreover, another goal is to develop the interpretative and critic-reading skills concerning the regulations, also considering the different paths of the jurisprudence, and so to develop the capacity of identifying the net of opposite interests and the criteria to solve conflicts that could occur in a judiciary or administrative trial, being conscious of the given economic context.
Expected learning results, in accord to the Dublin descriptors:
1) Knowledge and comprehension capacity: the course has, in the first place, the objective of developing the knowledge of law of finance intermediaries' normative sources. Assuming the civil and commercial law knowledge, the next step is acquiring the capacity of finding and, consequently, comprehending and interpreting normative sources (primary and regulatory) national and communitarian regarding financial markets. For this purpose, to the normal classes (lectures and seminars) is added the use of power point presentations and of the Internet to access the institutional websites.
2) Ability of implementing knowledge and comprehension: the course tries to reach also the goal of developing awareness of the sources' relationships, so to understand their hierarchy, and to develop ability to interpret the dispositions, considering jurisprudence's and Authorities' paths, in particular in the field of intermediaries and markets supervision, and of jurisprudence's paths, in particular in the field of the relationships between intermediaries and customers. These legal acts and paths are proposed during the classes or as extra material
3) Critical thinking: as a further goal, the course is aimed at stimulating the critic reading of the normative material to develop the ability of reordering the different jurisprudence's theoric and practic approaches, to, consequently, identify the situations, considering the economic context, the opposite interests to solve conflicts, moving through recent experiences or press publications, followed by the selection of different interpretative approaches.
4) Communicative abilities: the course has also the goal of focusing on the economic reality (related to contracts, operations, intermediaries' activity and markets) of the consequent contrast between the interests and necessities and need of protection, to then focus on technical-legal vocabulary, that in the financial intermediation sector, is often influenced from economic lexicon, and/or expressed in the Anglo-Saxon language, used by regulations and by the doctrine, showing the way to translate in legal lexicon (considering the national legal categories) and, on the basis of the awareness of the economic context, also in the common sense. This approach is used in all the topics and the implementation of such approach is required in all the forms of exposition.
5) Learning capabilities: the explanation of the topics is faced, on one hand, focusing on the extreme changeability of the normative sources on finance and on the constant updating, teaching the consulting modalities for the Authorities' official websites (national, Community and international), either during class or through the extra material distribution. On the other hand, the course focuses on the interconnection of the finance regulation with banking and insurance law, both at a national and EU level. It is expected the acquisition of the capability to be autonomous in the updating process required by changeability of this discipline.
The student must have passed the exams of "Private Law" and "Commercial Law"
Order of financial regulation system – Financial instruments - Investment services and activities - Investment companies (rules of conduct and of organizational rules) – Discipline of relationships between intermediaries and investors – Contracts and conflicts in the guidelines of case-law – Collective portfolio management (Asset management companies, SICAVs and SICAFs; other UCITS) – Discipline of supervision over financial markets. Acces to the market and supervision over intermediaries – Injunctive remedies and crisis – Non-banking intermediaries (pension funds, securitization vehicles, intermediaries operating in the financial sector) – Discipline of markets (regulated markets, multilateral trading facilities, and systematic internalisers) - Centralised management and dematerialization of financial instruments - EMIR EU Regulation and trading of OTC derivatives - Solicitation of public savings (public offering of financial products; public offers to buy or exchange of financial instruments) - Market abuses – Discipline of issuers of listed financial instruments (mandatory public offers to buy) – Forms of funding of non listed companies apart from bank credit.
Order of financial regulation system (2 h)– Financial instruments (6 h) - Investment services and activities (2 h) - Investment companies (rules of conduct and of organizational rules) (2 h) – Discipline of relationships between intermediaries and investors – Contracts and conflicts in the guidelines of case-law (4 h)– Collective portfolio management (Asset management companies, SICAVs and SICAFs; other UCITS) (8 h) – Discipline of supervision over financial markets. Acces to the market and supervision over intermediaries (5 h) – Injunctive remedies and crisis (2h) – Non-banking intermediaries (pension funds, securitization vehicles, intermediaries operating in the financial sector) (3 h)– Discipline of markets (regulated markets, multilateral trading facilities, and systematic internalisers) - Centralised management and dematerialization of financial instruments - EMIR EU Regulation and trading of OTC derivatives (4 h)- Solicitation of public savings (public offering of financial products; public offers to buy or exchange of financial instruments) (3 h) - Market abuses (3 h) – Discipline of issuers of listed financial instruments (mandatory public offers to buy) (3 h)– Forms of funding of non listed companies apart from bank credit (1 h)
The traditional method, with the aid in the classroom of powerpoint presentations of the rules object of the lesson and on-line accesses to some institutional sources (e.g. Consob and Bank of Italy)
F. ANNUNZIATA, La disciplina del mercato mobiliare, publisher Giappichelli, last edition
Oral Exam. Student assessment includes an oral exam in which questions are asked in order to verify, on a sample basis, the knowledge of basics and general discipline, so to assess the understanding of the various areas studied and the additional ability to place within the discipline the points object of exposure. The exam moves on to more specific issues up as the level of test improves.
The score of the exam is assigned by a vote expressed in thirtieths. The test usually has an approximate duration of 10/15 minutes
Given the extreme changeability of the rules (law and regulations) in this field of legislation, it is necessary to support the textbook study with the systematic consultation of updated regulatory sources, which are available on the institutional sites of the Bank of Italy (www.bancaditalia.it) and Consob (www.consob.it) as well as, for the provisions of the European Union, on the website www.eur-lex.europa.eu.