Students are strongly encouraged to attend the module only after acquiring basic knowledge in the field of Private Law.

The module aims at providing students with a general knowledge of main principles and features of company law and a series of key elements in European Company Law.

Furthermore, the module will analyse the current policy and foreseeable trends of the European Union in the field of sustainability applied to Company and Financial Markets Law.

At the end of the module, students are expected to understand the basic elements of companies, the current trends in ECL, how basic ECL rules are implemented in different MSs, and to handle the legal instruments currently available to assure a company's

sustainability, with a specific focus on the EU Law.

Part 1: General and European Company Law (valid for both 6 and 8 CFU/ECTS syllabus)

- Companies: key features

- Legal Basis for European Company Law;

- Harmonization in European Company Law, in particular, codified Directive (EU) 2017/1132;

- EUCJ Decisions Regarding Freedom of Establishment;

- Supranational Business Organization Forms (EEIG, SE, SCE; SPE and SUP Drafts).

Part 2: Sustainability in European Company and Financial Markets Law (only for 8 CFU/ECTS syllabus)

- Sustainability in general, theories on the purpose of a company;

- European policies on sustainability: EU Commission Action Plans on Company Law and Corporate Governance for sustainability (2012), on Green Action Plan for SMEs (2014), and on Sustainable Finance (2018);

- Corporate Sustainability Reporting Directive (2022);

- Multinational groups and CSR

For 6 CFU-ECTS students:

(A) Vicari A.; European Company Law; De Gruyter Berlin; 2021; the whole book; 978-311072246

For 8 CFU-ECTS students:

(A) Vicari A.; European Company Law; De Gruyter Berlin; 2021; the whole book; 978-311072246

(A) Sjåfjell B., Bruner C.M. (eds); The Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability; Cambridge University Press Cambridge; 2019; Chapters 1, 6, 14, 46, 47; 978-1108473293, 978-1108658386

(A) Dine J.; "The abuse of Company Groups"; in Birkmose H.S., Neville M. & Engsig Sørensen K. (eds); Abuse of Companies; Kluwer Law International Alphen Aan Den Rijn; 2019; 978-9403508924; pages 35 to 58

• The teacher delivers lectures on the topics mentioned in this syllabus. The instructor could teach up to 4 hours via IT facilities, preferably in a synchronous way.

  Flipped classroom teaching style is going to be used, in particular for topics included in Part I. Regarding some specific subjects, attending students shall be required to read short readings suggested by the instructor and eventually deliver a presentation to their colleagues, to stimulate a fruitful debate on the most relevant topics the course deals with.

  
  

• Students shall sit a 60 mins final written examination, closed-book style. The answers are to be provided in English language.

  The examination consists in two open-ended question on Part I, plus one open-ended question on part two, for the 8 CFU-ECTS students only.

  
  

  Assessment considers:

  a) understanding and knowledge of the abovementioned topics (40%)

  b) ability to apply knowledge to actual cases (35%)

  c) ability to link different topics (15%)

  d) autonomy of judgement and critical thinking (10%)

  
  

  
  

  
  

English