Università Roma Tre

The course aims at providing students with a transnational view of corporate law, mainly focusing on a comparison between US company law and the European models, in the following areas:
- incorporation and its effects
- financial structure and corporate finance
- organizational structure
- directors’ duties
- transactions on corporate control.

Program of the course
Introduction to the notion of company law and its function.
Introduction to US company law – double sovereignty (state and federal) – the role of equity.
The role of law in regulating companies – Model acts – Uniform acts.
The formation of corporations – the incorporation – the choice of the state of incorporation – regulatory competition – “race to the top” and “race to the bottom” – internal affairs doctrine – the effects of incorporation – limited liability – operations before incorporation and in case of defective incorporation.
Limited liability – the economic reasons of limited liability and its rationale – the effects on creditors – the abuse of the corporate form – piercing the corporate veil – the case of corporate groups.
The financial structure of the corporation (1) – common stock and preferred stock – the authorization and issuance of stock – pre-emptive rights – the policy of dividends and the role of courts.
The financial structure of the corporation (2) – debt securities – bonds and debentures – powers of vote.
The organization of corporations (1) – shareholders’ powers – voting power – fundamental changes – business combinations – sale of all or substantially all of corporate assets – shareholders’ rights.
The organization of corporations (2) – the board of directors and its committees – executive compensation and the case of stock options – directors’ duties – business judgment rule – fiduciary duties.
Transactions on corporate control – hostile takeovers – the role of management and shareholders’ powers – corporate defenses – Delaware law and the role of Delaware courts.

Teaching method
The course is based on interactive lessons. Students are encouraged to participate in the discussion of cases and legal materials presented during the classes. Furthermore, students are requested to present cases to the class. Lectures of US professors are also planned.

Appraisal of learning
Students’ evaluation shall be based on both class work/contribution and on an oral final exam.

R. Kraakman et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, Oxford University Press, Third edition, 2017, chapters 1, 2, 3, 4, 7, 8, 9, 10.
Special programs, based on readings and other materials discussed during the classes, will be provided for students totaling an attendance of more than 75% of the hours.