ITALIAN AND EUROPEAN COMPANY LAW
The advanced course aims to provide students with a thorough knowledge of companies’ internal organization, starting from basics notions of commercial law already acquired. Namely, it wants provide a specialist framework on the dynamics of the relationships between various corporate auditors and their internal arrangement in different administration systems. Specific attention is then paid to management controls, both internal and external, listed companies, groups of companies and extraordinary transactions, having regard to the European reference framework.
The learning objectives of the course can be as follows:
Knowledge and understanding: Student will demonstrate to have acquired a basic knowledge of legal regulation of all institutions covered by the course to understand the main legal problems related to the performance of both individual and company enterprise activities and their economic impact.
Applying Knowledge and understanding: Following the analysis and simulation of practical cases, student will develop critical analysis skills of the current discipline and the ability to link concrete cases with abstract situations.
Judging skills: Student, because of the knowledge and skills acquired, will be able to select and interpret the discipline to be applied to the institutes covered by the course, as well as being able to deal with complex problems. This judging skills must be realized in the ability to identify and solve problems of protection of rights and resolution of inter-individual and collective conflicts, also with the production of opinions, negotiation and procedural solutions, relevant and effective. These are essential skills in carrying out any professional activity.
Communicative skills: Student will express their knowledge in a clear and efficient manner, with appropriate legal terminology.
Lifelong learning skills: Student will develop the skills to deepen acquired knowledges through the constant updating of normative, jurisprudential and doctrinal sources, that will allow him to independently follow evolution of living law and to face with maturity successive paths of specialized studies and professional and work experiences.
Institutional knowledge of commercial law notions.
I. The European reference framework for the harmonization of company law. The traditional system: The general meeting. The general meeting procedure. The conflict of interest in the meeting and the abuse of the right to vote. The invalidity of the shareholders' resolutions. The administrators. The responsibilities of the directors. Appointment of directors and establishment of the administrative relationship. The termination of the directors. Structure and functioning of the administrative board. Corporate interest, directors' interests and the so-called "Related parties". Remuneration of directors. Representation. Liability actions against directors. Management and accounting control. Alternative systems of administration and control. The judicial control over management. The documentation of the corporate activity. The financial statements. The other financial statements: the extraordinary financial statements and the consolidated financial statements.
II. Listed companies. The interests involved and principles of market discipline. The formal conditions for recourse to the market. The transparency obligations of listed companies. The participatory dynamics and the financial structure of s.p.a. Market rules for listed shares. The disclosure obligations on the ownership structure and related to the purchase of control. The corporate impact of the offer takeover. The organizational structure. Strengthening of shareholders’ rights in shareholders' meetings and corporate governance. The s.r.l. Organizational structure. The skills of the members and the decision-making procedures. The administration of the company. Control. Groups of companies. The transformations. Notion and discipline. Mergers and cross-border mergers. Demergers. Foreign companies. European companies. The international "transformation". Non-EU foreign companies. Community foreign companies. European society. The European cooperative society. "International transformation".
The course content will be divided into several lesson blocks:
First block (24 hours – 3 c.f.u.): European company law harmonization. The organization of company by shares. The traditional system: the general meeting; administration, management and accounting control. Alternative administration and control systems. Judicial control over management. The documentation of the social activity.
Second block (24 hours – 3 c.f.u.): Listed companies. The organization of limited liability company. The sub-models of l.l.c. The groups of companies. The transformations. Mergers. The division. Foreign companies. European companies. The international "transformation".
Teaching is divided into lectures, aiming to provide students with a thorough knowledge of specific institutes of companies covered by the advanced course.
* UPDATE. Following the government and University measures functional to the containment of epidemiological data, the lessons can take place through a progressively greater use of distance learning tools, according to the indications of the Rector's decrees. The conduct of face-to-face lessons, in this case, also provides for a connection via Ms Teams that allows students to interact. The teacher will promptly communicate any changes in the methods of conducting the lessons in compliance with the University provisions.
M. Cian (edited by), Diritto commerciale, III, Diritto delle società, 2nd ed., Giappichelli, Turin, 2020, only §§ 18, 19, 20, 21, 22, 23, 24, 25, 27, 31, 35, 36, 37, 38.
The achievement of the training objectives is ascertained through an oral interview, aimed at verifying the acquisition of the skills covered by the program. The test aims at verifying the understanding of the specialized notions concerning the relationships between companies boards, the regulation of listed companies and extraordinary transactions, with particular attention to the European reference framework. During the course an intermediate written test is held, reserved for students who have attended at least 90% of the lectures, concerning the part relating to block I of program. Students who qualify for the mid-term exam will only address the additional topics covered by the program in the oral exam (block II).
* UPDATE. In compliance with the instructions of the University about distance learning, starting from October 2020 and until the resumption of teaching activities in the presence, the tests will take place through the completion of a written test on the elearning.uniparthenope.it platform (which includes the University application for monitoring students Respondus Lockdown Browser to ensure the regularity of the exam) and a subsequent oral interview on Ms Teams, which is accessed after passing the written test. The test consists of 15 multiple choice questions. Passing the written test and access to the subsequent oral phase is achieved with the achievement of 18 points out of 30 available. The test has a duration of 30 minutes, which also include the time required for the completion of the preliminary phase of the Respondus Lockdown Browser application. The oral exam consists of an interview on the topics of the course program. Passing the written test gives the right to take the oral exam only in the session in which the written exam was passed. The vote, out of thirty, will be the result of the two tests. During the written test it is not allowed to consult texts and notes or use IT media (such as smartphones, tablets, PCs, etc.). The teacher will send the booked students a communication with the instructions as the session approaches and will publish in time the list of candidates admitted to the oral exam.