COMMERCIAL LAW II - EU FINANCIAL MARKET LAW

COMMERCIAL LAW II - EU FINANCIAL MARKET LAW

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iten
Code
64945
ACADEMIC YEAR
2019/2020
CREDITS
9 credits during the 4th year of 7995 LAW (LMG/01) GENOVA
SCIENTIFIC DISCIPLINARY SECTOR
IUS/04
LANGUAGE
Italian
TEACHING LOCATION
GENOVA (LAW)
semester
1° Semester
Prerequisites
Teaching materials

OVERVIEW

The course focuses on the European discipline of listed companies and the law of the European Union on financial markets. It complements the European insurance law course to provide the background knowledge and case law awareness for the optional course of the EU Financial and Insurance Markets Regulation. Together, these three courses form the Jean Monnet Chair on EU Financial and Insurance Markets Regulation.

AIMS AND CONTENT

LEARNING OUTCOMES

This course offers an essential but in-depth understanding of the legal structure and characteristics of the Italian company examined in a international perspective. With the aim of providing students with the legal background necessary to understand and actively participate in some of the most crucial events in the life of a corporation, the course addresses a selected number of corporate law issues through a combination of lectures and class discussions of actual and hypothetical cases. After a brief introduction on the basics of corporate law, topics include the incorporation process, limited liability, the financial structure of the corporation, principles of corporate governance including shareholders’ powers and directors’ fiduciary duties, capital structure; dividend policy; securities markets. While having an international dimension, the course primarily focuses on the Italian legal system with a wide recourse to case-histories to catch the evolution of corporate law through a cross-disciplinary analysis.

AIMS AND LEARNING OUTCOMES

This course offers an essential overview of the European discipline of listed companies and financial markets. With the aim of providing students with the necessary knowledge to understand and actively participate in some of the most critical events in the life of a listed company, the course delves into a selection of company law and financial market issues through a combination of lectures and class discussions on real-world cases.

The course aims to provide students with fundamental knowledge about the European Union's discipline on listed companies and financial markets and to develop a capacity for critical analysis of the main consequences of the regulation of markets and financial intermediaries.

PREREQUISITES

Knowledge of commercial law and European Union law is required.

Teaching methods

The course consists of 54 hours of lectures given by the course holder. It is based on the European Union financial services directives and delegated regulations. Moreover, some real cases decided by the Court of Justice of the European Union will be presented, and students will be required to participate in the discussion actively. Language: Italian.

SYLLABUS/CONTENT

Part One: EU rules on investment services. Markets in the Securities Directive - MiFID I, MiFID 2 and MiFIR. The rules of the EU prospectus. The EU framework for ensuring the integrity of markets in financial instruments. EU rules on clearing systems. The European framework for investment funds. Regulatory policy on market infrastructure. The governance of markets, CCPs and CSDs. EU competition policy and financial market infrastructure. The action plan for the Capital Markets Union. Part Two: The EU framework on listed companies. Public offer and admission to listing. Corporate information. Voting proxies. Protection of minorities. Administration and control systems.

 

RECOMMENDED READING/BIBLIOGRAPHY

Teaching materials will be made available on the University of Genoa E-learning Platform. Language: Italian.

TEACHERS AND EXAM BOARD

Ricevimento: Please contact the teacher by e-mail at michele.siri@unige.it

Exam Board

MICHELE SIRI (President)

SHANSHAN ZHU

ALESSANDRA TOSA

LESSONS

Teaching methods

The course consists of 54 hours of lectures given by the course holder. It is based on the European Union financial services directives and delegated regulations. Moreover, some real cases decided by the Court of Justice of the European Union will be presented, and students will be required to participate in the discussion actively. Language: Italian.

LESSONS START

First semester from September 16th to November 29th 2019.
 

ORARI

L'orario di tutti gli insegnamenti è consultabile su EasyAcademy.

Vedi anche:

COMMERCIAL LAW II - EU FINANCIAL MARKET LAW

EXAMS

Exam description

For students attending lectures on the Eufimar syllabus, the verification of the knowledge acquired shall be performed in Italian through a written test based on the open questions or an oral exam on the reading materials available on the AulaWeb course page.

For non-regularly attending students the verification of the knowledge acquired on the default syllabus shall be performed in Italian through a written test based on multiple choice and open questions.

Assessment methods

Information on the AulaWeb page.

Exam schedule

Date Time Location Type Notes
11/05/2020 08:30 GENOVA Scritto Informazioni aggiornate sulla pagina Aulaweb.
25/05/2020 08:30 GENOVA Scritto Informazioni aggiornate sulla pagina Aulaweb.
08/06/2020 08:30 GENOVA Scritto Informazioni aggiornate sulla pagina Aulaweb.
22/06/2020 08:30 GENOVA Scritto Informazioni aggiornate sulla pagina Aulaweb.
07/09/2020 08:30 GENOVA Scritto Informazioni aggiornate sulla pagina Aulaweb.

FURTHER INFORMATION

Up to date information on the AulaWeb page.