Learning objectives
The course is divided into two modules.
The first module is dedicated to) the analysis of proposed models of governance for corporations and especially for SpA, providing the elements for a comparison and evaluation, b) to investigate major operations, highlighting the extraordinary opportunities , constraints and problems arising from the current discipline.
The second module is designed to provide students with an overview of the institutions connected with the company and particularly the crisis of bankruptcy.
Course unit content
Corporate governance in corporations, extraordinary operations, bankruptcy law.
Full programme
The models of corporate governance· The traditional model, the dual model, the one-tier; Governance and group, Governance and shareholders' agreements,
Governance in s.r.l. and cooperatives;
Extraordinary transactions: the transformation, tht fusion (discipline and problem areas, LBO), the split, the sale of the company, Operations and extraordinary contribution, Extraordinary operations and withdrawal.
The bankruptcy proceedings: Bankruptcy proceedings and execution singular; Failure: taxpayers; requirements for the declaration of bankruptcy, the bankruptcy court for the opening, declaration of bankruptcy, and appeals; bodies to failure, effects of failure (as opposed to failed, with respect to creditors); pre-existing legal relationship; acts prejudicial to creditors, management and liquidation of assets, establishing liabilities, closing and reopening of the bankruptcy, agreed bankruptcy, rehabilitation, failure of the company and the shareholders. Arrangement: taxpayers; assumptions; proceedings; effects; resolution and cancellation; subsequent failure. Alternative forms of crisis management firm. Compulsory liquidation. Arrangements for large insolvent companies and Marzano law.
Bibliography
G. F. Campobasso "Diritto commerciale" - UTET vol. 2 "Diritto delle società"; L. Guglielmucci, "Diritto fallimentare", Giappichelli.
Teaching methods
Classroom lessons, practice, examination of case studies.
