- F. Chiappetta, Diritto del governo societario, 5th edition. Cedam, 2020
- Other relevants materials indicated during the lectures and uploaded on the online page of the course (Moodle Platform)
- Codice civile, Testo Unico delle disposizioni in materia di intermediazione finanziaria; Codice di Corporate Governance, in an updated version.
Learning Objectives
Principles and regulations concerning Corporate Governance.
Capacity to deal with the major theoretical and pratical issues concerning Corporate Governance
Prerequisites
Knowledge of principles and regulations concerning business organization law
Teaching Methods
Lectures, exercises and conferences. Case studies and samples of legal documents will be analysed during the course
Further information
The slides of part of the lectures and other relevant materials will be uploaded on the online page of the course (Moodle)
Type of Assessment
The final exam will be an oral examination.The candidate will be evaluated for Her/his knowledge of the topic and for her/his reasoning skills
Course program
Course program:
Part I: Corporate Governance: definitions and functions; Framework of Corporate Governance; Corporate Governance and Corporate Goverance Codes.
Part II: 1.Corporate Governance Models; 2. Traditional management and control system: 3.Management of the company; 4. Board structure; 5. Executive Director and Non-Executive Director; 6 Bord composition: Indipendent Director; Gender Diversity; Minority Director; 7. Functioning of the board: the board commitees; 8.Board remuneration; 9.Functions of the board; 10.Board and Interest of the company; 11. Director's interest and the Related party transactions; 12 supervisory board in the Traditional management and control system; 13. External Auditors
Part III: 14. Two tiers model and one tier model; 15. Two tier model; 16 One tier model.
Part IV; 17 Control Enhamcing Mechanism: shareholders' agreemet; loyalty shares and multiple voting shares; 18. Shareholder minority: the types of shareholder minority and rights. Part V: 19. Corporate goverance of private limited companies; 20. Corporate goverance and Groups of companies; 21. Corporate governance and voluntary winding up of a company