Dipartimento di Scienze Politiche

International Relations

Email: dellamon@unina.it

Phone: +39 081 25 38 290

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COMMERCIAL LAW COMMUNITY 

EXPECTED LEARNING OUTCOMES

 

Through the Course, students should be able:

to find and work with EU legal material;

  1. to apply EU legal material and formulate relevant questions;

  2. to present – orally as well as in writing – complicated problems and arguments for objective-oriented solutions; and to discuss, in a qualified manner, the nature of EU (Commercial and Company) Law and its interrelationship with (and implementation in) different national legal systems.

Knowledge and understanding

The Course aims to provide students with the basic knowledge for an understanding of the discipline of the Civil Code and special legislation – mostly derived from the EU (hard and soft law) sources – also in the light of the main jurisprudential trends.

Applying knowledge and understanding

The study of the legal principles and rules is intended to prepare students for the identification and analysis of the most common issues and problems that companies (and enterprises) face during their lives and transactions.

The frequent illustration of practical cases and the commentary on the criteria for their resolution – used by case law (mainly, the European Court of Justice) in the selection and balancing of applicable (principles and) rules – favours the achievement of an adequate knowledge of the conflicting interests (and relevant agency problems) between the different parties (entrepreneurs, banks, financial institutions, and supervisory authorities; shareholders, management, and stakeholders: creditors, consumers, workers, and suppliers).

Further expected learning outcomes:

  • Making judgements: the study of the rules and knowledge of their rationale develop the skill to observe and assess the activities of companies and the legal dynamics and policies underlying an efficient internal market.

  • Communication skills: students are strongly encouraged to become familiar with legal English, in order not only to acquire a full understanding of the discipline, but also to properly communicate the legal principles and rules, the contents of the Course, and the concrete possibilities of application with clarity and correctness of language. To this end, during the analysis of the cases and problems presented in the classroom, the student is often invited to discuss and use the appropriate language in an attempt to stimulate his communication skills. In the final assessment, the student is asked and required to deal appropriately, also from a communicative point of view, with legal issues.

  • Learning skills: during the Course, the student is provided with suggestions and indications to adequately face the study and obtain an effective learning. Interaction between teacher and student is frequent, so that students are asked to intervene both when explaining the rules and when applying them to the economic reality. In the final examination, the student will have to demonstrate that he has learned how (and why) the principles and rules work in practice and how they are applied to specific cases.

CONTENTS

The objective of the Course is to provide an in-depth understanding of the nature of EU (Commercial and Company) Law and its interrelationship with (and implementation in) main national legal systems: this implies the study of EU basic principles of law, institutional architecture, and decision-making procedures. Through a comparative (both conceptual and functional) approach, the central theme of the Course is: the application of EU Commercial and Company Law before courts and the interaction between national courts and the ECJ; the implementation of these EU (principles and) rules in several Member States; and the study of the business entities governed by the EU Uniform law.

SYLLABUS

Fundamentals and overview of EU Commercial (and Company) Law; the Method and Role of Comparative Law − The setting-up of Types of Companies and (Primary and Secondary) Right of Establishment; Business entities governed by EU Uniform law – Equity and Loan capital: Capital formation and maintenance – Corporate Governance, Separation between ownership and management, and Principal-Agent (Agency) Problems: Management and Control; General Meeting; Protection of Minorities and Equal Treatment of shareholders − Financing on capital Markets and Takeover regulation; Investor protection: Insider dealing, Disclosure, and market Manipulation – Employee involvement – Groups of companies − Structural changes: Merger and Division − Winding-up and forms of Insolvency.

TEXTBOOKS

Mads ANDENAS and Frank WOOLDRIDGE, European Comparative Company Law, Cambridge University Press, First paperback edition 2012 − Chapters:
1. Introduction; 2. European and comparative company law; 4. The types of business organisation; 5. Share (or equity) capital and loan capital; 6. Management and control of companies; 7. Business entities governed by Community law; 8. Employee participation; 9. Groups of companies; 11. Investor protection;

the aforementioned programme does not include the (comparison with and) implementation of EU sources in Belgium and the Netherlands;

a consultation of updated EU sources (Treaties, Directives, Regulations, and soft law) and relevant Statutes is required.

ASSESSMENT METHOD

Learning results to be verified

The actual acquisition by students of the expected learning outcomes takes place through an oral examination, at the end of which a judgment of eligibility is required. Students are asked to answer questions about the different areas of the programme: in order to pass the examination, it is necessary to demonstrate that the student has acquired sufficient knowledge, adequate language skills, and understanding of the economic phenomena and the interests that led the (national and EU) legal system to regulate them.The actual acquisition by students of the expected learning outcomes takes place through an oral examination, at the end of which a judgment of eligibility is required. Students are asked to answer questions about the different areas of the programme: in order to pass the examination, it is necessary to demonstrate that the student has acquired sufficient knowledge, adequate language skills, and understanding of the economic phenomena and the interests that led the (national and EU) legal system to regulate them.

Assessment method:

Oral examination