It is strongly advisable students to attend the course only after passing the exams of Private Law
(Diritto privato) and Business Law (Diritto commerciale)

The course aims at providing students with an in-depth knowledge of the basic features of
European
Company Law and with the application of comparative method to the field of Company Law. At
the
end of the course, students are expected to be able to find out the current trends in European
Company Law and to select key criteria for a valuable comparison between company law
features coming from different legal systems.

Part 1: European Company Law
- Legal Basis for European Company Law
- Harmonization in European Company Law (Directives and Draft Directives)
- ECJ Decisions Regarding Freedom of Establishment
- Supranational Business Organization Forms (EEIG, SE, SCE; SPE and SUP Drafts)

Part 2: Foundations of Comparative Company Law
- General overview
- The example of One-Euro-Private-Companies in Italy and in Europe

Erasmus and International Students are allowed to choose between the syllabus for Italian
students
(Part 1 and Part 2 above) and a specific one with a reduced Part 1, and Part 2
above replaced with an ad hoc syllabus regarding Italian Partnerships and Company Law (see:
Books and Readings, below). There shall be no lesson regarding this subject, but Erasmus
Students
interested in it are entitled to attend the relevant lessons in the course of Diritto commerciale
(Business Law) in Italian language (Prof Dr Laura Marchegiani).

• 1.  (A) Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock The Anatomy of Corporate Law Oxford University Press, Oxford, 3rd edition, 2017 » Pagine/Capitoli: Chapter 1: What is Corporate Law
• 2.  (A) Marco Ventoruzzo, Pierre-Henri Conac, Gen Goto, Sebastian Mock, Mario Notari, and Arad Reisberg Comparative Corporate Law West Academic Publishing, St. Paul, MN, USA, 2015 » Pagine/Capitoli: Chapter 1: Comparative Corporate Law: The Building Blocks
• 3.  (A) Alessio Bartolacelli "The New Italian Almost Capital-less Private Companies: A Brand New Tile in the Mosaic" European Company and Financial Law Review, 4, 2016 » Pagine/Capitoli: pages 665-707
• 4.  (A) Alessio Bartolacelli "Almost Capital-less Companies in Europe: Trends, Variations, Competition" European Company and Financial Law Review, 1, 2017 » Pagine/Capitoli: Pages 187-233

For ATTENDING students - compulsory readings

Part 1:
1. reading from "The Anatomy of Corporate Law" in recommended readings/testi adottati above in this page;
2.1 Nicola de Luca, European Company Law, Cambridge University Press, Cambridge, 2017 (Part 1, Part 2, Part 3, Part 4, Part 5, Part 6 - only chapter 18, Part 7, only chapter 19)
OR, in alternative
2.2 Adriaan F. M. Dorresteijn, Tiago Monteiro, Christoph Teichmann, Erik Werlauff, Nadia Pocher (eds), European Corporate Law (3rd ed.), Kluwer Law International, Alphen aan den Rijn, 2017
3. additional readings to be announced by the teacher during the lessons and that shall be made available in the course's website.

Part 2:
Readings from Ventoruzzo's Comparative Corporate Law and by Bartolacelli in recommended readings/testi adottati above in this page. The articles shall be made available in the course's website.

For NON-ATTENDING students - compulsory readings

Part 1:
1. reading from "The Anatomy of Corporate Law" in recommended readings/testi adottati above in this page
2. Stefan Grundmann, European Company Law (2nd ed.), Intersentia, Antwerp, 2011, Pages: 1-72; 121-352; 577-782; 805-886

Part 2:
Readings from Ventoruzzo's Comparative Corporate Law and by Bartolacelli in recommended readings/testi adottati above in this page. The articles shall be made available in the course's website.


For ERASMUS & INTERNATIONAL STUDENTS ONLY

They are allowed to choose between the Italian ATTENDING students' syllabus, and, in the case they are more interested in Italian Partnerships and Companies, the following one:

Part 1:
1. reading from "The Anatomy of Corporate Law" in recommended readings/testi adottati above in this page;
2.1 Nicola de Luca, European Company Law, Cambridge University Press, Cambridge, 2017 (Part 1, Part 2, Part 3, Part 4, Part 5, Part 6 - only chapter 18, Part 7, only chapter 19)
OR, in alternative
2.2 Adriaan F. M. Dorresteijn, Tiago Monteiro, Christoph Teichmann, Erik Werlauff, Nadia Pocher (eds), European Corporate Law (3rd ed.), Kluwer Law International, Alphen aan den Rijn, 2017 (only chapters 1 to 5 and 7 to 8)

Part 2:
Federico Pernazza, Corporations and Partnerships in Italy (3rd ed.), Kluwer Law International, Alphen aan den Rijn, 2017.

• The teacher shall deliver lessons on the issues mentioned in the syllabus. Regarding some
  specific
  subjects, attending students shall be required to read a few short readings suggested by the
  teacher, and to refer about them to the colleagues, aiming at provoke an exchange of views on
  the
  most relevant topics. Slides will be occasionally used.

• Actively attending students are given the possibility to write a short essay (10/15 pages)
  regarding specific topics included in Part 1. Title is to be agreed with the teacher.
  Students whose paper is marked at least C- are allowed to sit for the oral exam with the
  teacher just on Part 2.
  
  Students whose paper is marked D+ or below are to sit the exam with the teacher on both
  Part 1 and Part 2, according to the ATTENDING students' compulsory book and readings.
  
  Non-actively attending students shall sit the exam on both Part 1 and Part 2 to be studied on
  the NON ATTENDING students' compulsory book and readings.
  
  Erasmus and International Students are always allowed to follow the rules given for actively
  attending students, provided that they communicate their decision to dr Bartolacelli, in order
  to decide the paper's Part-1-related topic. This without prejudice of opting-in for the Italian
  Partnerships and Company Law instead of the "common" Part 2.

English

English