COURSES AND SEMINARS (ES)

Fall Semester (October 1 - December 21, 2018)

Course

Anglo-American Company Law 2018

Prof. Andrea Guaccero

andrea.guaccero@uniroma3.it

Fall semester 2018
7 CFUs – ECTS
Classes on Mondays, 14.15-17.15 (Room 6), and Tuesdays, 16.00-19.00 (Room 4)


Course description:  
AACL focuses on American corporate law and takes into account its peculiarities, starting from the ones connected with the uniqueness of the American legal system and its dual sovereignty. Preliminary attention is therefore paid to the institutional aspects of the American legal system. The course then deals with corporate law and takes into account its main aspects, beginning with incorporation, the choice of the State of incorporation and regulatory competition, and then with the basic issues of corporate law such as limited liability, the financial structure of a corporation, the corporate organization, and transactions on corporate control.

Course Learning Objectives
The course aims at providing students with the most relevant notions of US company law, focusing mainly on corporations and investigating the following areas:
- incorporation and its effects
- financial structure and corporate finance
- organizational structure
- directors’ duties
- transactions on corporate control.

Course Learning Activities
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 both present cases to the class and discuss presentations. Lectures of US professors are also planned.

Assessment tools
Students’ evaluation shall be based on both class work/contribution and on an oral final exam.

Attendance policy
General attendance policy for Studying Law at Roma Tre courses applies.

Course textbook(s)
Readings and course materials shall be provided during the course.

Course Schedule
 

Class	Subject
1	Introduction to the course. US corporate law
2	The US legal system and the notion of dual sovereignty. The US judicial system
3	Introduction to company law in general and its function
4	The basic features of corporation
5	The origins of corporation: the East India Company. Limited liability and its social costs
6	Regulatory competition and corporate law: the case of Delaware
7	The internal affairs doctrine
8	The internal affairs doctrine: case law
9	The impact of the regulatory competition model on EU company law
10	The incorporation. Articles of incorporation and bylaws. Limited liability as an effect of incorporation. Remedies against its abuses: case law
11	Introduction to corporate finance
12	Stock: classes of stock, stock options. Case law on corporate finance
13	Introduction to corporate governance
14	Corporate governance: board of directors and shareholders. Multiclass stock structure
15	Corporate governance: board committees; officers. Introduction to corporate directors’ liability
16	Directors’ duties and liability. Duty of care and duty of loyalty. Business Judgment Rule
17	Case law on Business Judgment Rule
18	Transactions on corporate control
19	Delaware takeover law: cases

 

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