ECTS - University of Pisa
The course focuses on the regulation of the governance of the company. It will focus on the legal and non-legal mechanisms designed to minimise agency problems among the corporation’s constituencies.
The course will look at corporate governance focusing on some of the most pressing topics: after a general introduction of the main features of corporations, the goal of corporate law and the major agency problems affecting corporaitons’ governance, the lessons will deal with more specific corporate governance topics, including i) initiation and appointment strategies, ii) directors’ relationships with shareholders and stakeholders; iii) directors’ duties; iv) corporate opportunities and related party transactions;
The Course also aims at illustrating some basic principles of sectoral laws regarding businesses, as banking law, intellectual property law and competition law.
The course focuses on the regulation of the governance of the company. It will focus on the legal and non-legal mechanisms designed to minimise agency problems among the corporation’s constituencies.
The course will look at corporate governance focusing on some of the most pressing topics: after a general introduction of the main features of corporations, the goal of corporate law and the major agency problems affecting corporaitons’ governance, the lessons will deal with more specific corporate governance topics, including, i) initiation and appointment strategies, ii) directors’ relationships with shareholders and stakeholders; iii) directors’ duties; iv) transactions with creditors; v) corporate opportunities and related party transactions; vi) Fundamental Changes; vii) Control Transactions.
The Course also aims at illustrating some basic principles of sectoral laws regarding businesses, as banking law, intellectual property law and competition law.
The course envisages a mid-term exam for the evaluation of students' knowledge. Final oral exams will test students' ultimate knowledge.
The course envisages a mid-term exam for the evaluation of students' knowledge. Final oral exams will test students' ultimate knowledge.
Students will acquire both theoretical and practical skills in order to understand the funcitoning and the regulation of businesses.
Students will acquire both theoretical and practical skills in order to understand the funcitoning and the regulation of businesses.
These skills will be tested during the final oral exams.
These skills will be tested during the final oral exams.
Students will acquire both theoretical and practical skills in order to understand the funcitoning and the regulation of businesses, both from an internal perspective and and external perspective in the relationship with other businesses or entities.
Students will acquire both theoretical and practical skills in order to understand the funcitoning and the regulation of businesses, both from an internal perspective and and external perspective in the relationship with other businesses or entities.
These skills will be tested during the final oral exams.
These skills will be tested during the final oral exams.
The prerequisite for the course is the passing of the exam of Principles of Law.
The prerequisite for the course is the passing of the exam of Principles of Law.
The course reflects on governance mechanisms in light of the economic and business context in which corporations operate: it enquires the solutions given by corporate governance to corporations’ organisational and cohordination problems. Accordingly, the course enquires the various corporate governance strategies aimed at solving these demands and problems, moving from the structural differences among the corporate governance models of Italy, Germany, France, U.S., UK, Brazil and Japan.
Accordingly, the course adopts an explicitly comparative approach with the analysis of case studies.
The course reflects on governance mechanisms in light of the economic and business context in which corporations operate: it enquires the solutions given by corporate governance to corporations’ organisational and cohordination problems. Accordingly, the course enquires the various corporate governance strategies aimed at solving these demands and problems, moving from the structural differences among the corporate governance models of Italy, Germany, France, U.S., UK, Brazil and Japan.
Accordingly, the course adopts an explicitly comparative approach with the analysis of case studies.
The passing of the Principles of Law exam is mandatory for taking the BCL exam
For the purposes of the exam students are required to study on
Wilson v. Louisiana-Pacific Resources, Inc (Cal. Ct. App. 1982) (Internal affair doctrine)
McDermott Inc. v. Lewis (Del. 1987) (Internal affair doctrine)
Revlon, Inc. v. MacAndrews Forbes Holdings (Del. 1986) (Takeovers)
Paramount Communications, Inc. v. Time Inc (Del. 1989) (Takeovers)
Walkovszky v. Carlton (NY App., 1966) (Veil piercing)
In Re Caremark Intern. Inc. Deriv. Lit (Del. Ch. 1996) (Duty of care)
Lewis v. Vogelstein (Del. Ch. 1997) (Duty of loyalty)
Other decisions uploaded on E-Learning during the course.
The passing of the Principles of Law exam is mandatory for taking the BCL exam
For the purposes of the exam students are required to study on:
Wilson v. Louisiana-Pacific Resources, Inc (Cal. Ct. App. 1982) (Internal affair doctrine)
McDermott Inc. v. Lewis (Del. 1987) (Internal affair doctrine)
Revlon, Inc. v. MacAndrews Forbes Holdings (Del. 1986) (Takeovers)
Paramount Communications, Inc. v. Time Inc (Del. 1989) (Takeovers)
Walkovszky v. Carlton (NY App., 1966) (Veil piercing)
In Re Caremark Intern. Inc. Deriv. Lit (Del. Ch. 1996) (Duty of care)
Lewis v. Vogelstein (Del. Ch. 1997) (Duty of loyalty)
Other decisions uploaded on E-Learning during the course.
Testing of students' skills and knowledge is envisaged during the final oral exam.
Testing of students' skills and knowledge is envisaged during the final oral exam.
