COMMERCIAL PROGRESSED LAW
Knowledge of the main institutions of private law and commercial law based.
The exam takes place in written form. The test exam is divided into two parts. The first part consists of fifteen multiple choice questions on institutional program. The second consists of three questions on the monographic exhibition, at which the student should respond with a short dissertation writing. The conduct of the test time is 75 minutes.
The course aims to illustrate to students the basic concepts of corporate law and securities market law.
The course is divided into two parts.
The first is intended to provide an overview of the objectives, content and instruments of regulation of the securities market in particular listed companies, financial intermediaries, the collective investment of savings, the appeal by the public, the various types markets and market abuse (insider trading and market manipulation).
The second part aims to address some of the central themes of the current debate on corporate governance, namely the numerous problems that develop around the duty of the directors of a corporation to inform and inquire within the dialectic of the board in the light of the innovations introduced by the reform of company law.
It is believed that such knowledge represents a fundamental and essential part of the curriculum of the Bachelor of those who aspire to pursue their work or professional activity in the field not only legal but also economic and financial, enabling them to deal with selection tests that require the demonstration of knowledge and skills in the field of commercial law.
The method aims to develop critical skills of analysis and interpretation of the solution of legal problems by students, including through the use of case studies, practical questions, case law materials, discussion topics offered by the current legal and economic reality. To this end will be made available, even on e-learning platform, additional material or provide more specific elements to allow students to learn how to independently find the doctrinal and jurisprudential sources.
The first part of the course will focus on the following topics:
The sources of the law of the financial markets.
Historical profiles of the Italian securities market.
The notion of the securities market: instruments, securities and financial products.
The structure, purpose and the types of supervision. The Supervisory Authority and their relationships.
The services and investment firms. Access to the market. The discipline of business. The supervision. The crisis of investment firms.
Banks and other stakeholders in the financial sector.
The collective management of savings.
The discipline of regulated markets. The management company of the market. The MTFs and systematic internalizers.
The abuse of inside information and market manipulation.
The appeal to the public saving: The public offering of financial products; The takeover bids and exchange.
Listed companies. The transparency of ownership structures. Significant investments. Shareholder agreements. The discipline of cross-holdings. The financial structure of listed companies. The savings shares. The governance of listed companies. The shareholders' meeting. The systems of management and control. The audit.
The second part of the course is devoted to monographic theme proposed: The duty of information in the governance of the corporation.
Non-attending students:
F. Annunziata, La disciplina del mercato mobiliare, Giappichelli, 2015, with the exception of chapters XI, XII, XIII, XIV
G.M. Zamperetti, Il dovere di informazione degli amministratori nella governance
della società per azioni, Giuffrè, 2005
Attending students:
- Lesson notes;
- G.M. Zamperetti, Il dovere di informazione degli amministratori nella governance
della società per azioni, Giuffrè, 2005
The didactic activity consists of 50 hours of face-to-face lectures