Learning objectives
<br />The purpose of the course is to illustrate the models of governance foreseen by law for joint-stock companies and the rules of the main extraordinary operations.<br />The course is divided into two parts.<br />The first is dedicated to the analysis of the models of governance of joint-stock companies and in particular Public Limited companies, providing all the useful elements for comparison and assessment.<br />The second part aims to look into more detail at the main extraordinary operations highlighting the opportunities, constraints and problems linked to the current legislation.
Prerequisites
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Course unit content
<br />First part: Models of governance in joint-stock companies<br />- the traditional or Latin model,<br />- the dualistic model,<br />- the monistic model,<br />- governance and groups,<br />- governance and shareholders' syndicate,<br />- governance in limited liability companies and cooperatives.<br /> <br />Second part: extraordinary operations and<br />- transformation,<br />- fusion (rules and problems, LBO),<br />- division,<br />- other operations: Transfer of a company,<br />- extraordinary operations and assignment,<br />- extraordinary operations and withdrawal.
Full programme
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Bibliography
Material distributed by the professor
Teaching methods
<br />The course analyses the legal framework from a practical angle, through the use and examination of contractual documents (articles of association and resolutions concerning extraordinary operations) and legal cases.<br />The study of the topics covered during the course and the preparation for the exam must be done:<br />1. concerning the subjects covered by the course, starting with the Italian civil code regulations concerning the governance of joint-stock companies and extraordinary operations;<br />2. on the texts indicated during the course and listed in the professor’s web page;<br />3. on the teaching materials distributed during the lessons.
Assessment methods and criteria
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Other information
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