JURIDICAL PROFILES OF GOVERNANCE AND EXTRAORDINARY OPERATIONS
Learning outcomes of the course unit
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.
The course is divided into two parts.
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.
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.
Course contents summary
First part: Models of governance in joint-stock companies
- the traditional or Latin model,
- the dualistic model,
- the monistic model,
- governance and groups,
- governance and shareholders' syndicate,
- governance in limited liability companies and cooperatives.
Second part: extraordinary operations and
- transformation,
- fusion (rules and problems, LBO),
- division,
- other operations: Transfer of a company,
- extraordinary operations and assignment,
- extraordinary operations and withdrawal.
Recommended readings
Material distributed by the professor
Teaching methods
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.
The study of the topics covered during the course and the preparation for the exam must be done:
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;
2. on the texts indicated during the course and listed in the professor’s web page;
3. on the teaching materials distributed during the lessons.
