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COMPARATIVE CORPORATE GOVERNANCE SYSTEMS
Single discipline educational activity
Course Sheet Academic Year of enrolment:
Hours of classroom activity:
Prerequisites:
knowledge of business and company law
Objectives
Contents The course is dedicated to the study of the main corporate law institutes from a comparative point of view, with particular attention to the profiles concerning administration, control and corporate transactions.
Among others, the concepts and regulatory disciplines adopted by the main legal systems will be analyzed in terms of agency problems, governance of joint-stock companies, protection of creditors, transfers of control, companies issuing securities traded on regulated markets, investor protection.
Part of the course is dedicated to the study, also from a comparative point of view, of limited liability companies with particular attention to the profiles concerning the economic and financial structure, decisions of shareholders, administration and control
Extended Syllabus GENERAL PART
1. The content and objectives of comparative company law: the qualifying characteristics of joint-stock companies; the main regulatory sources.
2. Agency problems and their solutions: regulatory strategies and the role of information.
3. The basic structure of corporate governance and the interests of shareholders: voting rights; the protections of minority shareholders; the different models of administration and control.
4. The protection of creditors: the role of the share capital; the duties of the directors; performing companies and companies in crisis.
5. Transactions with related parties: the conflict of interest of the directors; transactions with controlling shareholders.
6. Extraordinary operations: transformations, mergers; operations on the share capital
SPECIAL PART
S.r.l, limited liability companies and Gesellschaft mit beschränkter Haftung. Economic and financial structure, shareholdings, shareholders' decisions, administration and controls
Recommended Bibliography AA.VV., The Anatomy of Corporate Law. A Comparative and Functional Approach, Third Edition, Oxford University Press, 2017
G. SANTONI-F. BRIOLINI-G.M. BUTA-F. ACCETTELLA, Le società a responsabilità limitata, Giappichelli, Turin, 2022 (the Chapters to be studied will be indicated later)
Methods of Provision
Teaching Methods Oral lectures conducted with the support of specific teaching material (slides)
Evaluation methods Verification of learning:
Contacts/More Information Days and time of reception of students: Thursday 12: 30-13:30; in the days of class, at the end of the same