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.
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.

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);
- Non-Financial Reporting Directive;
- Models of social entrepreneurship;
- Multinational groups and CSR;
- Capital Markets Union, MiFID II Directive for SMEs, and crowdfunding.

Part 1 (both 6 and 8 CFU/ECTS students):
Attending students:
- Students' personal notes from lectures and additional material provided by the module convenor,
- Andrea Vicari, European Company Law, De Gruyter, Berlin, 2021, Chapters 1, 2, 3, 4, 5, 6, 7, 8, 9, 11), and
- Nicola de Luca, European Company Law, Cambridge University Press, Cambridge, 2nd edition, 2021 (Pages 54-136)

Non-attending students:
- Readings made available by the module convenor in the course's website
- Andrea Vicari, European Company Law, De Gruyter, Berlin, 2021, Chapters 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 13, 14)
- Nicola de Luca, European Company Law, Cambridge University Press, Cambridge, 2nd edition, 2021 (Pages 22-136)

Part 2 (JUST 8 CFU-ECTS students):
For BOTH 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
- 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
- Communication from the Commission to the European Parliament, the Council, the Economic and Social Committee and the Committee of the Regions: Building an economy that works for people: and action plan for social economy (COM(2021) 778 final), available online: https://ec.europa.eu/info/law/better-regulation/

Plus: European and international documents that the module convenor will make available.

• 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 massively 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 engage in a fruitful debate on the most relevant topics the course deals with.
  

• Actively attending students will be assessed:
  1. based on their involvement in the course's activities (quality and quantity; 40%), and a multiple-choice + 1 open-ended question test (60%) on Part I (both 6 and 8 CFU/ECTS students; for 6 CFU/ECTS students the examination ends with the multiple-choice test); and
  2. on a short paper (3,000 words) on a subject assigned by the instructor on topics included in Part II (8 CFU/ECTS students only).
  
  Non-actively attending students shall sit a multiple-choice + 1 open-ended question written examination on Part I; students taking at least 15/30 in the examination on Part I are admitted to the oral examination on all the readings included in Part 2.
  N.B.: 6 CFU/ECTS non-actively attending students shall sit for an oral examination on the entire Part I.
  
  Assessment considers:
  a) understanding and knowledge of the abovementioned topics (50%)
  b) ability to apply knowledge to concrete cases (35%)
  c) ability to link different topics (15%)

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