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.

Italian students
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; aborted 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
- Examples of different implementations in harmonization framework

• 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.

• The teacher shall deliver lessons on the issues mentioned in the syllabus.
  
  There will be massive use of flipped classrooms teaching style. Furthermore, regarding some specific subjects, attending students shall be required to read a few short readings suggested by the teacher, and to deliver a presentation to the colleagues, provoking this way an exchange of views and a debate on the most relevant topics.

• Actively attending students will be assessed on the basis of their involvement in the course's activities (quality and quantity). At the final exam they will discuss orally a short research on a topic to be agreed with the teacher.
  
  Non-actively attending students shall sit the oral exam on both Part 1 and Part 2 to be studied on the NON ATTENDING students' compulsory book and readings.
  
  The evaluation will be made considering: a) the degree of understanding of the entire system of the European Company Law and the position and role each topic plays within the general frame (30%); b) the knowledge of the issues linked to each topic and the ability to draw the possible forthcoming fallout (30%); c) the ability to understand the elements in classic company law that are, or are likely to be, included in European Company Law, and the general lines for such EU intervention (20%); d) the candidate's degree of knowledge of spoken English (20%).

English

English