Università Roma Tre

INTRODUCTION TO US COMPANY LAW DOUBLE SOVEREIGNTY (STATE AND FEDERAL) THE ROLE OF EQUITY.
THE ROLE OF LAW IN THE REGULATION OF COMPANIES MODEL ACTS UNIFORM ACTS.
PARTNERSHIP PARTNERSHIP AGREEMENT POWERS AND DUTIES OF PARTNERS LIABILITY OF PARTNERS.
LIMITED PARTNERSHIP GENERAL AND LIMITED PARTNERS LIMITED LIABILITY PARTNERSHIP.
LIMITED LIABILITY COMPANY MEMBERS LIABILITY AND POWER OF MANAGEMENT.
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 DUTY OF CARE DUTY OF LOYALTY THE IMPLICATIONS OF DISNEY.
TRANSACTIONS ON CORPORATE CONTROL HOSTILE TAKEOVERS THE ROLE OF MANAGEMENT AND SHAREHOLDERS POWERS CORPORATE DEFENCES DELAWARE CASES (UNOCAL, REVLON, TIME, QVC, UNITRIN).

STUDENTS WHO INTEND TO TAKE THE FINAL ORAL EXAMINATION ARE RECOMMENDED TO ATTEND THE LESSONS. PARTICIPANTS ARE REQUIRED TO PREPARE FOUR CASES AMONG THE CASES DISCUSSED THROUGHOUT THE COURSE. MOREOVER, THEY WILL BE USING THE FOLLOWING TEXTBOOK:
EASTERBROOK, F.H. & D.R. FISCHEL, THE ECONOMIC STRUCTURE OF CORPORATE LAW, HARVARD UNIVERSITY PRESS, CAMBRIDGE, MA., 1991 (CHAPTERS 1-5, 7 AND 8).
IT IS RECOMMENDED THAT THOSE STUDENTS WHO DO NOT ATTEND CLASSES READ THE ENTIRE TEXT IN THE ENGLISH VERSION; AN ITALIAN TRANSLATION IS, HOWEVER, AVAILABLE (LECONOMIA DELLA SOCIETÀ PER AZIONI, GIUFFRÉ, MILANO, 1996). FURTHER READINGS WILL BE SUGGESTED THROUGHOUT THE COURSE.