Università degli studi dell'Insubria

M & A TRANSBORDER OPERATIONS

A.A. di erogazione 2014/2015

 (A.A. 2014/2015)

Docenti

Anno di corso: 
1
Tipologia di insegnamento: 
Affine/Integrativa
Settore disciplinare: 
DIRITTO INTERNAZIONALE (IUS/13)
Crediti: 
6
Ciclo: 
Secondo Semestre
Ore di attivita' frontale: 
46
Dettaglio ore: 
Lezione (40 ore), Esercitazione (6 ore)

Mod. 1 International Trade Law
The course aims at providing students with basic knowledge to understand most commonly used contracts in international trade and their applicable law. A second part will be devoted to the study of settlement of international disputes, with particular attention to jurisdiction clauses, arbitration procedures and alternative dispute resolution.

Module 2: M&A Transborder Operations
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.

Mod. 1 International Trade Law and Module 2: M&A Transborder Operations
None

Mod. 1 International Trade Law
- Law applicable to international commercial contracts
- The Italian conflict of laws rules
- National law and international conventions
- Connecting factors
- The relevance of the intention of the contracting parties with regard to the choice of applicable law
- Conflict of laws and uniform law conventions
- The most commonly used contracts in international trade practice (international sales contracts, commercial agency contracts, distribution agreements, franchising, international transfer of know-how, licence agreements, etc.)
- Settlement of international commercial disputes
- Rules governing the jurisdiction of courts in commercial matters
- International arbitration
- Alternative dispute resolution

Mode of Delivery:
Lectures will be delivered in English and they will be supplemented by seminars, organised by Dr Alice Pisapia, on topics related to international dispute resolution

Module 2: M&A Transborder Operations
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 the legal nature of the corporation as a business structure, the legal
implications of separate corporate personality including limited liability, the validity of contracts
made with companies, the role of the board of directors and their legal duties as directors and the
legal protection of shareholders; the legal basis of the control exercised by a corporation’s board of
directors over a corporation’s management and affairs, the legal limitations and constraints on this
control and the effectiveness of these limitations and constraints in practice; 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; the regulation of the public
companies listed in the official markets; merger and spin-off; merger problems; monopolies and
mergers: Antitrust Laws in the U.S. and E.U.
Mode of Delivery: Frontal lectures.

Mod. 1 International Trade Law
Reading material to help students to prepare for exams will be provided during the course and will be available on the teacher’s website

Assessment:
Students will be assessed by viva voce examination. Students may request to be interviewed in English.

Module 2: M&A Transborder Operations
Slides and other teaching aids are available to the student on e-learning platform.
Assessment
Written and oral examinations.