M & A TRANSBORDER OPERATIONS
- Scheda dell'insegnamento
- Obiettivi formativi
- Metodi didattici
- Verifica dell'apprendimento
Goals and Learning outcomes
The course aims to give students an understanding of the fundamentals of the American system of company law, tracing its sources and history. The legal aspects of the enterprise will be illustrated and highlighted. Corporation law and M&A represent the main part of class lessons.
After this course, the student should be able to:
1 Discuss the history of the development of corporation law.
2 Recognize the types of corporations.
3. Understand the limits on the objectives and powers of corporations, especially the pressures corporate managers face in satisfying the interests of shareholders and other constituents
4. Appreciate the roles of the board of directors and its various committees
5. Describe recent developments in corporate governance
6. Adapt the rules of corporate governance to the practical requirements of close corporations
7. Understand the rights and powers of shareholders and how shareholders exercise their powers
8. Define a security and apply the definition to a variety of contracts
9. Identify the respective types of antitrust cases that may be initiated by the government and by private parties who have standing to sue
10. Explain the role of the concerted action versus unilateral action distinction in determining whether Sherman Act § 1 has been violated.
11. Explain the difference between per se analysis and rule of reason analysis in Sherman Act § 1 cases.
12. Describe what horizontal price-fixing is and identify the type of analysis (per se or rule of reason) that such behavior receives when courts determine whether it is unlawful.
13. Describe what vertical price-fixing is and identify the type of analysis (per se or rule of reason) that such behavior receives when courts determine whether it is unlawful.
14. Describe what a horizontal division of markets is and explain the approaches courts take in determining whether such behavior is unlawful.
15. Describe what a vertical restraint on distribution is and identify the type of analysis (per se or rule of reason) that such behavior receives when courts determine whether it is unlawful.
16 Explain the approaches courts take in determining the legality or illegality of group boycotts and similar refusals to deal.
17. Identify and explain the elements of a prohibited tying agreement.
18. Identify the elements of monopolization for purposes of Sherman Act § 2.
19. Explain what courts take into account in determining the relevant market for purposes of a monopolization case.
20. Describe what courts consider when they determine whether a defendant accused of monopolization possessed the requisite intent to monopolize.
21. Explain what is necessary for the attempted monopolization prohibited by Sherman Act § 2
The economic function of the corporation as a legal structure for business, to its advantages and disadvantages compared to other structures available such as the partnership and the limited liability partnership, and in particular to the company’s limited liability; the major core topics in Corporation Law including:
1. the legal nature of the corporation as a business structure,
2. the legal implications of separate corporate personality including limited liability,
3. the validity of contracts made with companies,
4. the role of the board of directors and their legal duties as directors and the legal protection of shareholders;
5. the legal basis of the control exercised by a corporation’s board of directors over a corporation’s management and affairs,
6. the legal limitations and constraints on this control and the effectiveness of these limitations and constraints in practice;
7. the legal nature of the relationships between a corporation and its management on the one hand and the various groups with an interest in the affairs of the corporation (or “stakeholders”) on the other, these stakeholders including the corporation’s shareholders, creditors and employees;
8. the regulation of the public companies listed in the official markets;
9. merger and spin-off;
10. merger problems;
11. monopolies and mergers:
12. Antitrust Laws
Mode of Delivery
Frontal lecture. During the course the teacher will explain theoretical subjects, then she will describe the main problems and after a short discussion in classroom the solution methods; in many cases, the teacher will explain real cases and current controversies. At the end of the course (the last two or three lessons), the students will expose as a group a real case with the possible solution: this exposition will be evaluated as a part of the final examination.
The final exam will be composed by a written examination (a multiple-choice test) and an oral exposition. The oral examination can be substituted, for the student who attends the course, by the exposition, as a group, of a real case during the course (see the “mode of delivery”).
The aim of the written examination is to check the knowledge of the explained subject; the oral examination is intended to check the level of learning and understanding of the subjects covered by the course program. During the interview, special attention is paid to the use of the correct vocabulary and the understanding of the mechanisms of the Corporate Law.
The student must reach at least 18/30 both in the written and in the oral examinations. The final evaluation will be the average between the two examinations. The student can reach the maximum evaluation cum laude, whether she reaches at least the maximum evaluation (30/30) in the written exam and the maximum evaluation cum laude (30/30 cum laude) in the oral exam. Partial examinations are not planned.
“Business Law: The Ethical, Global and E-Commerce Environment”, 15th Edition, by Mallor, Barnes, Bowers, Langvardt. I capitoli da studiare sono: 1, 41-46, 48-50.