Spring semester 2022/2023
The course aims at providing students with the basic tools for comparative analysis in the area of corporate law and with the most relevant notions of US corporate law, mainly focusing on:
A. general notions of corporate law: the impact of dual sovereignty (state and federal) and the role of equity; the uniformity attempts;
B. the incorporation and its effects: the formation of corporations and the preliminary choice of the state of incorporation; regulatory competition and the internal affairs doctrine; the general application of limited liability as an effect of incorporation, its potential abuses and the available remedies;
C. the financial structure of the corporation: common stock and preferred stock, the authorization and issuance of stock and the role of pre-emptive rights; the authority for decisionmaking in the field of corporate finance and the role of courts; the impact on voting powers;
D. the organizational structure of the corporation: shareholders’ powers v. directors’ powers and the meaning of the shareholders’ primacy model; the distribution of voting power; individual shareholders’ rights; the board of directors and its committees; executive compensation and the case of stock options
E. directors’ duties: the identification of fiduciary duties and the application of the business judgment rule;
F. transactions on corporate control: hostile takeovers; the role of the board and shareholders’ powers; corporate defenses and the application of the business judgment rule; comparison with the European approach on takeovers and tender offers.
Andrea Guaccero is Full Professor of Commercial Law. He holds a degree from the School of Law of the Università La Sapienza, Rome and a Ph.D. in Public Law of Economy from the Università La Sapienza, Rome, School of Business and Economics.
He was Researcher of Commercial Law at the Università Roma Tre, Rome, then Associate, and Full Professor of Commercial Law at the Università di Palermo, School of Law. He has held conferences at the Benjamin N. Cardozo School of Law and Samuel and Ronnie Heyman Center on Corporate Governance, New York and has spent research periods at the New York University and the Benjamin N. Cardozo School of Law.