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CORPORATE LAW FOR ECONOMICS
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CORPORATE LAW FOR ECONOMICS
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Academic year 2020/2021
- Course ID
- SEM0091
- Teaching staff
- Maurizio Irrera (Lecturer)
Irene Pollastro (Lecturer) - Year
- 2nd year
- Teaching period
- Second semester
- Type
- Distinctive
- Credits/Recognition
- 6
- Course disciplinary sector (SSD)
- IUS/04 - diritto commerciale
- Delivery
- Formal authority
- Language
- English
- Attendance
- Optional
- Type of examination
- Written
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Sommario del corso
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Course objectives
After a brief introduction regarding Law & Economics methods and their first and most common application to competition law, the course will focus on the functional and economic issues related to corporate law. In particular, it will point out the common structure and core features of corporate law across jurisdictions; then, it will explore the role of corporate law in minimizing coordination and agency problems: noted that the exigencies of commercial activity and organization present practical problems that are roughly similar in market economies throughout the world, the analysis will focus on the ways in which corporate laws respond to these problems, and the various forces that have led different jurisdictions to choose roughly similar solutions to them.
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Results of learning outcomes
1) Knowledge and understanding ability.
The objective of the course is to develop graduate students' abilities in acquiring a better understanding of the rules of law as a response to economic issues.
2) Capability to apply knowledge and understanding
The course aims at fostering the students' understanding of the methodological issues involved in Law & Economics studies.
3) Capability to approach the subject in a critical manner
By the end of the course, students are expected to have increased their ability to critically assess the solutions given by law to economic problems.
4) Communication abilities
Students will be required to communicate using the technical language of Law & Economics.
5) Learning ability
The course aims at fostering the students' ability to identify economic problems and policy issues and to assess what the best regulatory solutions to them could be.
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Course delivery
Teacher's lectures
Students' presentations
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Learning assessment methods
Written exam at the end of the course (and possible midterm test).
NOTE
In accordance with the provisions of the Rector and the developed guidelines, the exams for this teaching will be held in written form through Moodle and Webex with the following procedure:
i) after the the closing date for registration on Esse3, those registered for the exam (if more than 25) will be randomly divided into groups of about 25 students;
ii) the lecturer will communicate individually to each group of student via university email the address of the Webex virtual room and the time they have to connect on the day of the exam;
iii) given the emergency situation, day and time changes are not allowed;
iv) the lecturerer will communicate the final mark (insufficient or final grade, if equal to or higher than 18/30) through Esse3:
- in the first case (insufficient), the final mark will be noted and recorded on Esse 3 as «insufficient»;
- in the second case (final grade equal to or higher than 18/30), the final mark will be noted and recorded on Esse3 and the student could refuse it in the next five days; when five days have passed from the recording date, the final mark, if not expressly refused, is considered accepted (silent approval) and it will be definitively recorded;
v) the student can always declare to withdraw until the end of the exam (either directly on Webex or by sending an email to the lecturer).
RECOMMENDATIONS for students
- Monitor your university e-mail box, on which the communication for the exams will be sent.
- Be sure to be registered on the Moodle page of the teaching and to download and test Webex before the exam.
- Please be diligent and collaborative: cancel your registration from Esse3 if you do not intend or you can no longer take the exam. This allows the lecturer to better organize exam groups. If Esse3 no longer allows you to cancel you registration, immediately notify the lecturer via e-mail you will not take the exam.
- Please pay attention in connecting at the virtual room on time.
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Program
Law & Economics method: introduction
Applications to competition law:
collusion and cartels
abuse of a dominant position
concentrations between undertakings
Applications to corporate law:
common structure of corporate law
legal strategies to address economic issues
governance mechanisms in ordinary business decisions
agency problem between shareholders and managers
agency problem between majority and minority shareholders
corporation's transactions with creditors
agency problem between firm and creditors
related-party transactions
structural fundamental changes (e.g. charter amendments, mergers or acquisitions)
control transactions
securities regulation of public markets
Suggested readings and bibliography
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AA.VV., The Anatomy of Corporate Law: A Comparative and Functional Approach, Oxford University Press, 2017
For Competition Law it is suggested:
P.J. Slot and M. Farley, An Introduction to Competition Law: Second Edition, Bloomsbury, 2017 (from Chapter 1 to Chapter 5)
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Note
The methods of teaching activity could change in according to the limitation imposed by the current health crisis. In any case the e-learning mode is guaranteed throughout the academic year.Le modalità di svolgimento dell'attività didattica potranno subire variazioni in base alle limitazioni imposte dalla crisi sanitaria in corso. In ogni caso è assicurata la modalità a distanza per tutto l'anno accademico.- Oggetto: