Giurisprudenza | CORPORATE GOVERNANCE OF PUBLIC AND LISTED COMPANIES

cod. 0160100428

CORPORATE GOVERNANCE OF PUBLIC AND LISTED COMPANIES

	0160100428
	DIPARTIMENTO DI SCIENZE GIURIDICHE (SCUOLA DI GIURISPRUDENZA)
	EQF7
	LAW
	2021/2022

PERCORSO UNIQUE CURRICULUM

	YEAR OF DIDACTIC SYSTEM 2012
	SPRING SEMESTER

TEACHING UNITS

	SSD	CFU	HOURS	ACTIVITY	TYPE OF ACTIVITY
	IUS/04	8	72	LESSONS	SUPPLEMENTARY COMPULSORY SUBJECTS

	Objectives
	LESSONS ARE AIMED AT GIVING STUDENTS THE NECESSARY TOOLS TO 1) UNDERSTAND THE GENERAL PRINCIPLES OF CORPORATE GOVERNANCE OF ITALIAN LISTED COMPANIES AND STATE AND MUNICIPALLY OWNED CORPORATION; 2) REFER TO AND INTERPRET LEGISLATION AND CASE-LAW, PAYING ATTENTION TO THE CONSTITUTIONAL PRINCIPLES AND THE ITALY-EU SYSTEM OF SOURCES AS WELL. KNOWLEDGE AND UNDERSTANDING CLASSES ARE INTENDED TO ENABLE STUDENTS TO GAIN: - KNOWLEDGE OF SOURCES, OF THE CONCEPT AND OF THE GENERAL PRINCIPLES OF THE LEGAL SYSTEM OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW; - ABILITY TO UNDERSTAND AND ANALYSE THE GENERAL PRINCIPLES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW. ABILITY TO APPLY KNOWLEDGE AND UNDERSTANDING CLASSES ARE ALSO INTENDED TO PROVIDE STUDENTS: -THE ABILITY OF CONSULTING LEGISLATIVE TEXTS AND JURISPRUDENCE IN ORDER TO EXTRACT THE INFORMATION NEEDED TO DRAW UP A LEGAL ACT; TO ANALYSE THE IMPLICATIONS OF THE GUIDELINES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW AS FAR AS THE BEHAVIOUR OF THE SUBJECTS INVOLVED IN THE LEGAL SYSTEM IS CONCERNED; -AUTONOMOUS ASSESSMENTS, COMMUNICATION SKILLS AND ABILITY TO LEARN HOW TO SOLVE PROBLEMS AND ISSUES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW IN A BROADER CONTEXT RELATED TO THE FIELD OF LEGAL STUDIES.

LESSONS ARE AIMED AT GIVING STUDENTS THE NECESSARY TOOLS TO 1) UNDERSTAND THE GENERAL PRINCIPLES OF CORPORATE GOVERNANCE OF ITALIAN LISTED COMPANIES AND STATE AND MUNICIPALLY OWNED CORPORATION; 2) REFER TO AND INTERPRET LEGISLATION AND CASE-LAW, PAYING ATTENTION TO THE CONSTITUTIONAL PRINCIPLES AND THE ITALY-EU SYSTEM OF SOURCES AS WELL.
KNOWLEDGE AND UNDERSTANDING
CLASSES ARE INTENDED TO ENABLE STUDENTS TO GAIN:
- KNOWLEDGE OF SOURCES, OF THE CONCEPT AND OF THE GENERAL PRINCIPLES OF THE LEGAL SYSTEM OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW;
- ABILITY TO UNDERSTAND AND ANALYSE THE GENERAL PRINCIPLES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW.
ABILITY TO APPLY KNOWLEDGE AND UNDERSTANDING
CLASSES ARE ALSO INTENDED TO PROVIDE STUDENTS:
-THE ABILITY OF CONSULTING LEGISLATIVE TEXTS AND JURISPRUDENCE IN ORDER TO EXTRACT THE INFORMATION NEEDED TO DRAW UP A LEGAL ACT; TO ANALYSE THE IMPLICATIONS OF THE GUIDELINES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW AS FAR AS THE BEHAVIOUR OF THE SUBJECTS INVOLVED IN THE LEGAL SYSTEM IS CONCERNED;
-AUTONOMOUS ASSESSMENTS, COMMUNICATION SKILLS AND ABILITY TO LEARN HOW TO SOLVE PROBLEMS AND ISSUES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATION LAW IN A BROADER CONTEXT RELATED TO THE FIELD OF LEGAL STUDIES.

	Prerequisites
	THE STUDENT MUST NOT HAVE PASSED THE PRINCIPLES OF PRIVATE LAW EXAM PRELIMINARY TO THE COMMERCIAL LAW EXAM.

	Contents
	LISTED COMPANIES: -LISTED ITALIAN S.P.A. BETWEEN SPECIAL COMPANY LAW, MARKET LAW AND GENERAL INTERESTS -THE ITALIAN EXCHANGE COMMISSION (CONSOB) AND ITS SUPERVISORY FUNCTIONS ON THE TRANSPARENCY AND GOVERNANCE OF LISTED COMPANIES - INFORMATION'S DISCLOSURE TO THE PUBLIC AND LISTED COMPANIES - THE RULES ON OWNERSHIP STRUCTURE AND ACTIONS -THE GOVERNANCE AND THE ORGANIZATION OF ITALIAN S.P.A. LISTED AMONG LAWS, REGULATIONS, CODES OF CONDUCT - THE SHAREHOLDERS 'MEETING IN LISTED COMPANIES - THE ADMINISTRATIVE BODY IN THE S.P.A. LISTED. COMPOSITION AND SUBJECTIVE REQUIREMENTS -OPERATION AND DUTIES OF THE ADMINISTRATION BODY BETWEEN SUPERVISION, ADDRESS AND CONTROL - THE SUPERVISORY BODY IN COMPANIES LISTED BETWEEN COMMON LAW AND SPECIAL RULES -THE LEGAL AUDIT OF THE ACCOUNTS - INTERNAL COMPANY CONTROLS - THE SHARE CAPITAL IN S.P.A. LISTED - COMPANIES WITH LISTED SHARES AND DISCIPLINE OF THE PUBLIC OFFERS OF PURCHASE AND EXCHANGE -LISTED COMPANIES AND THE DOUBLE LEGISLATIVE SPECIALTY PUBLIC COMPANIES: - COMMON LAW AND SPECIAL LAW IN THE DISCIPLINE OF PUBLIC COMPANIES -LIMITES AND ROLE OF THE PUBLIC ECONOMIC INITIATIVE IN THE LIGHT OF THE CONSOLIDATED LAW ON THE ASSOCIATED COMPANIES -RATIONALIZATION OF PUBLIC PARTICIPATIONS AND SUPREMACY OF THE PUBLIC MEMBER ON THE PRIVATE IN THE T.U.S.P. -ADMINISTRATION -THE CONTROLS - BUSINESS CRISIS AND DUTIES OF CORPORATE BODIES - THE QUALIFYING REQUIREMENTS OF THE IN HOUSE COMPANY -MIXED COMPANIES - THE JOINT CONTROL -LISTED PUBLIC PARTICIPATION COMPANIES

Contents

LISTED COMPANIES:
-LISTED ITALIAN S.P.A. BETWEEN SPECIAL COMPANY LAW, MARKET LAW AND GENERAL INTERESTS
-THE ITALIAN EXCHANGE COMMISSION (CONSOB) AND ITS SUPERVISORY FUNCTIONS ON THE TRANSPARENCY AND GOVERNANCE OF LISTED COMPANIES
- INFORMATION'S DISCLOSURE TO THE PUBLIC AND LISTED COMPANIES
- THE RULES ON OWNERSHIP STRUCTURE AND ACTIONS
-THE GOVERNANCE AND THE ORGANIZATION OF ITALIAN S.P.A. LISTED AMONG LAWS, REGULATIONS, CODES OF CONDUCT
- THE SHAREHOLDERS 'MEETING IN LISTED COMPANIES
- THE ADMINISTRATIVE BODY IN THE S.P.A. LISTED. COMPOSITION AND SUBJECTIVE REQUIREMENTS
-OPERATION AND DUTIES OF THE ADMINISTRATION BODY BETWEEN SUPERVISION, ADDRESS AND CONTROL
- THE SUPERVISORY BODY IN COMPANIES LISTED BETWEEN COMMON LAW AND SPECIAL RULES
-THE LEGAL AUDIT OF THE ACCOUNTS
- INTERNAL COMPANY CONTROLS
- THE SHARE CAPITAL IN S.P.A. LISTED
- COMPANIES WITH LISTED SHARES AND DISCIPLINE OF THE PUBLIC OFFERS OF PURCHASE AND EXCHANGE
-LISTED COMPANIES AND THE DOUBLE LEGISLATIVE SPECIALTY
PUBLIC COMPANIES:
- COMMON LAW AND SPECIAL LAW IN THE DISCIPLINE OF PUBLIC COMPANIES
-LIMITES AND ROLE OF THE PUBLIC ECONOMIC INITIATIVE IN THE LIGHT OF THE CONSOLIDATED LAW ON THE ASSOCIATED COMPANIES
-RATIONALIZATION OF PUBLIC PARTICIPATIONS AND SUPREMACY OF THE PUBLIC MEMBER ON THE PRIVATE IN THE T.U.S.P.
-ADMINISTRATION
-THE CONTROLS
- BUSINESS CRISIS AND DUTIES OF CORPORATE BODIES
- THE QUALIFYING REQUIREMENTS OF THE IN HOUSE COMPANY
-MIXED COMPANIES
- THE JOINT CONTROL
-LISTED PUBLIC PARTICIPATION COMPANIES

	Teaching Methods
	LESSONS ARE CARRIED OUT IN THE SECOND SEMESTER, FOR A TOTAL OF 72 HOURS. CLASS ATTENDANCE IS NOT COMPULSORY. THERE WILL BE FRONTAL LESSONS, AS WELL AS EXERCISES AND SEMINARS HELD BY EXPERTS IN ORDER TO EXAMINE CASE-STUDIES.

	Verification of learning
	THE FINAL TEST CONSISTS OF AN ORAL EXAMINATION IN ORDER TO VERIFY LEARNING IN A DOUBLE PERSPECTIVE: THEORETICAL AND PRATICAL. THEORETICALLY, THE STUDENT HAS TO PROVE TO KNOW THE CONTENTS OF THE COURSE WITH PARTICULAR REFERENCE TO THE DISCLIPLINE AND THE SOURCES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATIONS LAW, EXPOSING AT GREATER LENGHT AND IN AN EXHAUSTIVE WAY ON SPECIFIC SUBJECTS, - COMMUNICATING WITH AN APPROPRIATE LANGUAGE, WITH INTERLOCUTORS SPECIALISED AND NOT SPECIALISED, THE KNOWLEDGE ACQUIRED ON THE SUBJECT AND THE REASONING BEHIND THE REGULATORY PROVISIONS; SYSTEMATICALLY LINKING THE INSTITUTIONS COVERED BY THE DISCIPLINE. AS FAR AS THE PRACTICAL SIDE IS CONCERNED, THE STUDENT HAS ALSO TO DEMONSTRATE, WITH REGARD TO THE LEGAL CASES PROPOSED DURING THE TEST, TO KNOW HOW TO REFER TO THE NORMATIVE REFERENCE AND EXTRACT THE INFORMATION REQUIRED FOR GIVING AN OPINION; TO KNOW HOW TO COME UP WITH SOLUTIONS; TO KNOW HOW TO KEEP ON STUDYING THE SUBJECT AUTONOMOUSLY. THE FINAL MARK IS GIVEN IN THIRTIETHS AND IS OBTAINED AS THE AVERAGE OF THE EVALUATIONS GAINED ON THE TWO THEORETICAL AND PRACTICAL LEVEL. THE EXAM IS CONSIDERED PASSED WHEN THE SCORE FOR EACH OF THE TWO TESTS IS HIGHER THAN 15/30 AND WHEN THE OVERALL OUTCOME IS GREATER THAN OR EQUAL TO 18. THE MINIMUM EVALUATION POINT (18) IS ASSIGNED WHEN THE STUDENT HAS A FRAGMENTARY KNOWLEDGE OF THE THEORETICAL CONTENTS OR TURNS OUT TO HAVE A LIMITED ABILITY OF LINKING LEGISLATIVE REFERENCES TO THE CONTEXT OF STUDY. THE MAXIMUM LEVEL (30) IS ASSIGNED WHEN THE STUDENT DEMONSTRATES A DEEP AND THOROUGH KNOWLEDGE OF THE THEORETICAL CONTENT OR SHOWS REMARKABLE SKILLS IN CONNECTING THE LEGISLATIVE REFERENCES WITH THE CONTEXT OF STUDY. HONOURS ARE GRANTED WHEN THE CANDIDATE AN EXCELLENT GRASP OF THE THEORETICAL AND OPERATIONAL ISSUES AND SHOWS HOW TO DISPLAY THE TOPICS WITH SIGNIFICANT PROFICIENCY IN LANGUAGE AND AUTONOMOUS PROCESSING SKILLS EVEN IN FIELDS NOT COMPLYING WITH THOSE PROPOSED BY THE TEACHER. STUDENTS ATTENDING CLASSES CAN ENTER INTO SOME MIDTERM EXAMINATIONS CONSISTING IN WRITTEN OR ORAL TESTS. THESE OPPORTUNITIES ARE DEVELOPED TO ANALYZE, AND WHERE APPROPRIATE REDRESS, THE STUDENT'S METHOD OF STUDYING IN ORDER TO ENSURE THE GROWTH OF CRITICAL SKILLS ON THE ISSUES INVESTIGATED DURING THE COURSE. VERIFICATIONS ARE OPTIONAL AND NOT BINDING FOR THE FINAL EXAM; THEY DEPEND ON ORGANISATIONAL FACTORS AND ON THE INTEREST SHOWN BY STUDENTS ATTENDING CLASSES. THE NUMBER AND CHARACTERISTICS OF THESE VERIFICATIONS WILL BE DETERMINED DURING THE COURSE.

Verification of learning

THE FINAL TEST CONSISTS OF AN ORAL EXAMINATION IN ORDER TO VERIFY LEARNING IN A DOUBLE PERSPECTIVE: THEORETICAL AND PRATICAL.
THEORETICALLY, THE STUDENT HAS TO PROVE TO KNOW THE CONTENTS OF THE COURSE WITH PARTICULAR REFERENCE TO THE DISCLIPLINE AND THE SOURCES OF LISTED COMPANIES LAW AND STATE AND MUNICIPALLY OWNED CORPORATIONS LAW, EXPOSING AT GREATER LENGHT AND IN AN EXHAUSTIVE WAY ON SPECIFIC SUBJECTS, - COMMUNICATING WITH AN APPROPRIATE LANGUAGE, WITH INTERLOCUTORS SPECIALISED AND NOT SPECIALISED, THE KNOWLEDGE ACQUIRED ON THE SUBJECT AND THE REASONING BEHIND THE REGULATORY PROVISIONS; SYSTEMATICALLY LINKING THE INSTITUTIONS COVERED BY THE DISCIPLINE.
AS FAR AS THE PRACTICAL SIDE IS CONCERNED, THE STUDENT HAS ALSO TO DEMONSTRATE, WITH REGARD TO THE LEGAL CASES PROPOSED DURING THE TEST, TO KNOW HOW TO REFER TO THE NORMATIVE REFERENCE AND EXTRACT THE INFORMATION REQUIRED FOR GIVING AN OPINION; TO KNOW HOW TO COME UP WITH SOLUTIONS; TO KNOW HOW TO KEEP ON STUDYING THE SUBJECT AUTONOMOUSLY.
THE FINAL MARK IS GIVEN IN THIRTIETHS AND IS OBTAINED AS THE AVERAGE OF THE EVALUATIONS GAINED ON THE TWO THEORETICAL AND PRACTICAL LEVEL.
THE EXAM IS CONSIDERED PASSED WHEN THE SCORE FOR EACH OF THE TWO TESTS IS HIGHER THAN 15/30 AND WHEN THE OVERALL OUTCOME IS GREATER THAN OR EQUAL TO 18. THE MINIMUM EVALUATION POINT (18) IS ASSIGNED WHEN THE STUDENT HAS A FRAGMENTARY KNOWLEDGE OF THE THEORETICAL CONTENTS OR TURNS OUT TO HAVE A LIMITED ABILITY OF LINKING LEGISLATIVE REFERENCES TO THE CONTEXT OF STUDY. THE MAXIMUM LEVEL (30) IS ASSIGNED WHEN THE STUDENT DEMONSTRATES A DEEP AND THOROUGH KNOWLEDGE OF THE THEORETICAL CONTENT OR SHOWS REMARKABLE SKILLS IN CONNECTING THE LEGISLATIVE REFERENCES WITH THE CONTEXT OF STUDY. HONOURS ARE GRANTED WHEN THE CANDIDATE AN EXCELLENT GRASP OF THE THEORETICAL AND OPERATIONAL ISSUES AND SHOWS HOW TO DISPLAY THE TOPICS WITH SIGNIFICANT PROFICIENCY IN LANGUAGE AND AUTONOMOUS PROCESSING SKILLS EVEN IN FIELDS NOT COMPLYING WITH THOSE PROPOSED BY THE TEACHER.
STUDENTS ATTENDING CLASSES CAN ENTER INTO SOME MIDTERM EXAMINATIONS CONSISTING IN WRITTEN OR ORAL TESTS. THESE OPPORTUNITIES ARE DEVELOPED TO ANALYZE, AND WHERE APPROPRIATE REDRESS, THE STUDENT'S METHOD OF STUDYING IN ORDER TO ENSURE THE GROWTH OF CRITICAL SKILLS ON THE ISSUES INVESTIGATED DURING THE COURSE. VERIFICATIONS ARE OPTIONAL AND NOT BINDING FOR THE FINAL EXAM; THEY DEPEND ON ORGANISATIONAL FACTORS AND ON THE INTEREST SHOWN BY STUDENTS ATTENDING CLASSES. THE NUMBER AND CHARACTERISTICS OF THESE VERIFICATIONS WILL BE DETERMINED DURING THE COURSE.

	Texts
	-OPTIONALLY: 1) CERA M., LE SOCIETÀ CON AZIONI QUOTATE NEI MERCATI, BOLOGNA, 2020; 2) CHIAPPETTA F., DIRITTO DEL GOVERNO SOCIETARIO, ASSAGO, 2020; -IBBA C.. VOCE SOCIETÀ A PARTECIPAZIONE PUBBLICA, IN TRECCANI-DIRITTO ON LINE (HTTP://WWW.TRECCANI.IT/ENCICLOPEDIA/SOCIETA-A-PARTECIPAZIONE-PUBBLICA_%28DIRITTO-ON-LINE%29/) ADDITIONAL CASES AND MATERIALS WILL BE PROVIDED DURING THE LESSONS.