European company law
- A.A. 2021/2022
- CFU 8, 8(m)
- Ore 40, 40(m)
- Classe di laurea L-14, LMG/01(m)
Students are strongly encouraged to attend the module only after acquiring basic knowledge in the field of Private Law.
The module, that is part of the main teaching activities of the Jean Monnet Chair "Business Law in the European Union and Sustainable Economy", 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 analysthe current policy and foreseeable trends of the European Union in the field of sustainability applied to Company and Financial Markets Law.
Part 1: General and European Company Law.
- 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.
- 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);
- Non-Financial Reporting Directive;
- Models of social entrepreneurship;
- Multinational groups and CSR;
- Capital Markets Union, MiFID II Directive for SMEs, and crowdfunding.
Part 1:
Attending students:
- notes from lectures and additional material provided by the module convenor.
Non-attending students:
- 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, Chapters 1-4
- Nicola de Luca, European Company Law, Cambridge University Press, Cambridge, 2nd edition, 2021 (Parts to be communicated later)
Part 2:
Attending and non-attending students
- Beate Sjåfjell, Christopher M. Bruner (eds), The Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability, Cambridge University Press, 2019, Chapters 1, 6, 14, 37, 43, 46, 47
- European Economic and Social Committee, Recent Evolutions of the Social Economy in the European Union. Study, 2016, available at https://www.eesc.europa.eu/sites/default/files/files/qe-04-17-875-en-n.pdf, Chapters 1, 2, 3, 4 (pages 1-46)
- Janet Dine, The abuse of Company Groups, in Hanne S. Birkmose, Mette Neville & Karsten Engsig Sørensen (eds.), Abuse of Companies, Kluwer Law International, 2019, 35-58
- Danny Busch, The Future of the Capital Markets Union After Brexit, in rivistaodc.eu, 2/2018, 37-58
Also: the European and international documents that the module convenor will make available.
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The teacher shall deliver lectures on the topics mentioned in this syllabus. The instructor could teach up to 4 hours via IT facilities.
There will be a massive use of flipped classroom teaching style in particular concerning the topics included in Part I. Regarding some specific subjects, attending students shall be required to read a few short readings suggested by the teacher. They will eventually deliver a presentation to their colleagues, to engage a fruitful debate on the most relevant topics the course deals with.
- 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 view to EU Law.
Actively attending students will be assessed:
1. based on their involvement in the course's activities (quality and quantity; 50%), and a multiple-choice test (50%) on Part I; and
2. on a short paper to be written on a subject assigned on topics included in Part II.
Non-actively attending students shall sit a multiple-choice written examination on Part I; students taking at least 15/30 in the examination on Part I are admitted to the oral examination on Part 2.
The students' assessment considers:
a) the understanding and knowledge of the topics the module deals with (50%);
b) the ability to apply their knowledge to concrete cases (35%);
c) the ability to link different topics (15%).
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