MARKETS AND COMPANIES LAW (ADVANCED) | Università degli studi di Bergamo


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Didattica Convenzionale
Primo Semestre
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No mandatory prerequisites (other than IMEF general English language qualification).
It is however highly suggested that students possess a familiarity with basic principles of commercial/business law and a good knowledge of legal English language and terminology.

Educational goals

The goal of the course is to provide students with the fundamental knowledge of the legal principles that apply to corporations and their activities and of the structure and scope of market regulation. In addition the course will offer students a practical analysis and business law perspective of the most significant transactions that are carried out by corporations, including the review of specific cases.

Course content

The course shall be broadly divided in two parts. The first part shall provide a comparative analysis of company law principles in different jurisdictions, with specific focus on the main common law jurisdictions, EU member states and certain legal systems in Asia, including the most significant aspects of corporate governance rules. A similar analysis will cover markets' structure and regulation and the role of supervisory authorities. The second part of the course will aim at providing the fundamental knowledge of the main legal implications and relevant business considerations in a number of areas that affect the life of corporations and businesses, including: M&A transactions; access to financial markets through IPOs and domestic or international securities offerings; take-over of public corporations; projects and infrastructure financing; transactions by private equity investors; banking and deal financing; debt restructuring. The lessons will offer the opportunity for discussion and Q&A sessions and, to the extent possible, the course will include contributions by market experts in different relevant areas.

Textbooks and reading lists

Text 1 - The Anatomy of Corporate Law - A Comparative and Functional Approach, Second Edition, Reineier Kraakman and others, Oxford University Press
Chapter 1 (What is Corporate Law?);
Chapter 3 (The Basic Governance Structure: The Interest of Shareholders as a Class);
Chapter 4 (The Basic Governance Structure: Minority Shareholders and Non-Shareholders Constituencies);
Chapter 5 (Transactions with Creditors, 5.1 and 5.4 only;
Chapter 7 (Fundamental Changes).

Text 2 - Mergers and Acquisitions - A Step-by-Step Legal and Practical Guide, Edwin L. Miller Jr., John Wiley & Sons, Inc.
Chapter 1 (Structuring Fundamentals);
Chapter 2 (The Acquisition Process).

Text 3 - IPOs & Equity Offerings, Ross Geddes, Elsevier Ltd.
Chapter 1 (The Decision to Go Public);
Chapter 2 (The Players);
Chapter 3 (The Offering Process - part 1);
Chapter 4 (The Offering Process - part 2).

Text 4 - Principles of Banking Law, Ross Cranston, Oxford University Press, Second Edition 2009
Part IV Banks and Finance
Chapter 11 (Lending);
Chapter 13 (Loan Sales and Securitization);
Chapter 15 (Security).

Text 5 - The Law and Business of International Project Finance, Scott L. Hoffman, Cambridge University Press, Third Edition
Part One
Chapter One (An Introduction to Project Finance);
Part Two
Chapter Two (Project Finance Risks);
Part Three
Chapter Five (Project Finance Participants and Their Roles);
Chapter Six (Project Finance Structures);
Chapter Seven (Selecting the Project Finance Ownership Structure).

Text 6 - Private Equity - Law and Practice, Darryl J. Cooke, Sweet & Maxwell, Third Edition 2008
Introduction (pages xvii to xxvii)
Chapter 1 (The Role of Private Equity);
Chapter 2 (Raising Private Equity);
Chapter 10 (Articles of Association).

Teaching methods

The topics included in the course shall all be the subject of lessons except that additional reading material may be provided. Slides will be provided in connection with each lesson. The lessons will offer the opportunity for discussion and Q&A sessions and, to the extent possible, the course will include contributions by market experts in different relevant areas.

Assessment and Evaluation

Exams shall be oral and will consist of 15/20 minutes discussion in English on any of the topics of the course. Duration of exams may however vary depending on students' preparation. In general students are expected to show an acceptable knowledge of each subject submitted to them, an appropriate understanding of the relevant applicable principles and the ability to make proper connections and comparisons, using a fluent and accurate English language. A pre-exam written test may be held, with the purpose to verify that students possess a sufficient knowledge to undertake the oral exam.

Further information

Due to the nature of the course and of the topics considered, a regular attendance to lessons and an active participation in the relevant discussions (although not mandatory) are highly recommended.