Business Law - Ca' Foscari University of Venice - PDF

Bachelor’s Degree Programme Economics, Markerts &Finance A.Y. 2024-2025 Business Law Nicoletta Michieli [email protected] A.Y. 2024-2025 1  LESSON 1 AN INTRODUCTION TO BUSINESS LAW 2  Objectives...

Bachelor’s Degree Programme Economics, Markerts &Finance A.Y. 2024-2025 Business Law Nicoletta Michieli [email protected] A.Y. 2024-2025 1  LESSON 1 AN INTRODUCTION TO BUSINESS LAW 2  Objectives of the course The course “Business Law” is designed to provide you a sound knowledge about the core aspects of international business law For this reason, the course mainly focuses on Corporate Law as corporations are the main agents in the international markets. You will be provided with an in-depth description of the main legal factors affecting corporations’ governance and the way they run their business in a transnational perspective. Particularly, you will learn the different forms of their organization and the problems related to the management of their economic activities. The slides of the course will be available in Moodle: the referral text is De Luca, European Company Law, 2021. 3  Specific arguments of the course This course of Business Law will deal with specific topics relevant to corporate regulation: 1. The Origins of Business Law 2. Individual Firms and Partnerships 3. What is a Corporation 4. Agency problems: The different interests of shareholders (majority vs minority 5. Freedom of Establishment & EU Harmonization 6. Setting up a New Company in the EU 7. Legal Capital, Capital Formation, and Capital Maintenance 4 8. The Basic Corporate Governance Structure: (A) Shareholders’ Meeting; (B) Board of Directors; (C) Statutory and External Auditors 9. Related party transactions 10. Annual and Consolidated Accounts 11. Shareholder Rights and Minorities Protections 12. Charter amendments and extraordinary operations 13. Corporate Groups 5  Expected learning outcomes 1/2 1. Knowledge and understanding you shall acquire the knowledge of the system of normative sources of corporate law and shall even understand the main issues of the corporate law systems. 2. Applied skills of knowledge and understanding you shall acquire the ability to apply principles and to analyse the principal controversial aspects of corporate law. 3. Evaluation: you shall develop your analysis and judgement skills on corporate law, with specific regard to the ratio and to the interests that are brought into consideration by the law. 6  Expected learning outcomes 2/2 4. Communication skills: you shall acquire the ability to use the lexicon of corporate law in speaking and writing expressions. 5. Learning skills: the course will help you to develop your learning skills for the prosecution of your graduate formation, by developing your individual study and self-evaluation skills. Pre-requirements: the preliminary course is European Private Law 7  Some last information Teaching methods: frontal lectures with (hopefully…) teacher-students' interaction. Moodle: teaching material (such as these slides) will be uploaded to the e- learning platform. The final exam will consist of 11 multiple choice questions. For each correct multiple choice answer you will get 3 points, a penalty of - 1 point is applied for getting an incorrect answer and the lack of answer will obtain zero point. The first two wrong answers will not be counted. The maximum grade is 30 cum laude; the minimum to pass is 18. 8  Business Law What is it for? 1/3 It regulates the "market": - Entrepreneurs: individual firms, partnerships, companies and corporations - The interactions among entrepreneurs and with third parties - The conduct of a business business law regulates the production of wealth carried out in a professional and organized manner 9  Business Law What are the values at stakes? 2/3 In modern legal system, the fundamental choice occurs at two levels Balance between: maximizing wealth production vs. protecting other interests and values possibly conflicting (e.g., lenders, employees, consumers, competing entrepreneurs, environment, Government) Once a certain amount of wealth is available, what is it optimal distribution? 10  Business Law What are the values at stakes? 3/3 The balance is variable across different jurisdictions and, within a certain jurisdiction, over the time Civil law is more “policy implementing” Common law is more “dispute resolving”, leaving to a greater extent the wealth distribution to market’s forces 11  Business Law The Origins 1/6 The law of the merchants (so-called lex mercatoria) is created during late Middle Ages After the fall of Rome, severe decrease in commercial ventures Trade starts to reflourish after 1000 A.D. However, a different cultural and social scenario made the rules generally applicable (diritto comune), developed on Roman and Canon Law, inadequate 12  Business Law The Origins 2/6 Lex mercatoria was created as a form of self- regulation Made by the merchants’ organizations (corporazioni) for the merchants Common practices have been gradually perceived as more and more binding up to the point of establishing private courts 13  Business Law The Origins 3/6 The rules of lex mercatoria were devised with a view to favor the smooth and safe circulation of goods The goal is making trading activity quick, stable in its effects, while reducing associate costs Several rules made it to this day: Good-faith possession is worth "title” Interest on lending Presumption of joint and several liability Debt Securities Bankruptcy proceedings Double-entry accounting 14  Business Law The Origins 4/6 During the Renaissance, first companies (in Italy ) Initially, lasted only for the time of carrying out a single venture (usually, a round-trip voyage) A new form (commenda), similar to the current limited liability partnership (in Italy, società in accomandita semplice), was then developed Two types of partners: An investor, with no administrative rights, enjoying limited liability A traveling trader, contributing labor and liability, bearing personal liability 15  Business Law The Origins 5/6 - Until the XIX century, incorporating a company was a Government concession - A general right to establish a corporation was first introduced in the U.S. New York since 1811 Then, England since 1844 16  Business Law The Origins 6/6 During the 1940s in Italy Unification of the Civil Code and the Commercial Code That occurred in the direction of a "commercialization" of private law 17