International Business and Contracts Law¶

Links¶

Exam questions

Syllabus¶

Lectures¶

Prof. One¶

Contracts, firms and corporations
- Definitions and connections
- Contracts
  - Structural elements of contracts
  - Market vs. firm contracts
  - Relational contracts
  - International contract conflicts of law
    - Choice of law rules
    - Substantive laws
- Nature of the firm
- Common legal characteristics of companies
- Common features of business organizations
Agency theory
- Relationships, costs and problems
- Nexus of contracts
- Fiduciary duties
  - Duty of care and duty of loyalty
  - Business judgement rule
Corporate governance
- Definitions and common rules
- Tier models
- Delegated management
  - Issues and the three types of conflicts
  - Policing opportunities
    - Board authority
    - Market mechanisms
- Investor ownership
  - Voting rights
- Types of business organizations in EU vs. US
  - Public companies
  - Closed corporations
Legal personality
- Freedom of incorporation
- Freedom of establishment
- Formation requirements
- Limited liability
- Creditor protection

Prof. Two¶

Trust Law
Smart contracts
- Features and legal nature
- Blockchain technology law
Digital incorporation
- Advantages, security and opportunities
- Recent EU developments
Shareholder agreements in IT
- Applicable provisions
- Legal effects

Prof. Three¶

Insolvency law
- Key concepts
- EU insolvency law

Prof. Four¶

Corporate social responsibility
- Key concepts
- Famous cases

Readings¶

Excerpts¶

Weeks 01-06¶

About Contracts, firms and corporations:
- Cavalieri & Salvatore - Introduction to international contracts law
  - Focuses on introduction
  - Read entirely
- Williamson - Transaction cost economics
  - Focuses on relational contracs
  - Read pages 2-23
- Chandler - Visible hand
  - Focuses on managerialism
  - Read entirely
- Berle & Means - The modern corporation and private property
  - Focuses on the divorce between property and control
  - Read pages 44-51
- Thompson - The corporate contract in changing times
  - Focuses on the rise of new corporate laws
  - Read entirely
About Agency theory:
- Hart - Introduction to contracts, firms and financial structure
  - Focuses on property rights, transaction costs and agency theory
  - Read entirely
- Jensen & Meckling - Theory of the firm
  - Focuses on the incorporated firm as a nexus of contracts
  - Read pages 1-13, 36-41, 72-73
- Hansmann & Kraakman - The essential role of organization law
  - Focuses on companies as business organization and the rise of organization law
  - Read entirely
- ALI - Restatement of agency
  - Focuses on agency theory law
  - Read pages 67-83
- Palmiter & Partnoy - Corporations, a contemporary approach 1
  - Focuses on risk allocation and fiduciary duties
  - Read entirely
- Palmiter & Partnoy - Corporations, a contemporary approach 1
  - Focuses on fiduciary duties and the business judgment rule
  - Read entirely
About Smart contracts:
- Rohr - Smart contracts and traditional contract law
  - Focuses on smart contracts
  - Read entirely

Weeks 07-10¶

About Corporate Governance:
- Ventoruzzo - Corporate governance
  - Focuses on delegated management
  - Read entirely
- De Luca - European Company Law (2nd edition book)
  - Focuses on many different aspects
  - Read pages 263-265, 276-284, 285-315, 319, 325-335, 360-389 from chapters 13, 14, 15
- Consob - Testo unico finanza
  - Focuses on ownership structure, administration and internal control bodies in Italian companies
  - Read articles 123-bis, 147-ter, 147-quarter, 148
- Borsa Italiana - Corporate governance code
  - Focuses on composition, indipendence and remuneration of board members in Italian public companies
  - Read articles 11-19, 25-29
- Moffat - Defining management entrenchment
  - Focuses on management self-interests
  - Read entirely
- CII - Majority voting for directors
  - Focuses on voting rights
  - Read entirely
- Covington - Developments in the financial services industry
  - Focuses on majority voting
  - Read entirely
- Palmiter - Cumulative voting formula
  - Focuses on majority voting
  - Read entirely

Weeks 11-12¶

About Legal personality:
- De Luca - European Company Law (2nd edition book)
  - Focuses on many different aspects
  - Read pages 93-136, 173-214 from chapters 5, 6, 7, 10, 11
- Robinson & Cole - Delaware corporate law memo
  - Focuses on dividend distribution
  - Read entirely
- Unknown - Financing the corporation
  - Focuses on equitable subordination of shareholders' loans
  - Read entirely
- Unknown - Directors' liability and fiduciary duties
  - Focuses on directors' liability in vicinity of insolvency cases
  - Read entirely
- Unknown - The incorporation process and limitations on limited liability
  - Focuses on piercing the corporate veil
  - Read pages 125-126, 156-158

Case studies¶

Weeks 01-06¶

Involving Agency theory:
- Meinhard vs. Salmon

Weeks 07-10¶

Involving Corporate governance:
- Blasius vs. Atlas
- Holzmueller vs. Gelatine
- Dodge vs. Ford

Weeks 11-12¶

Involving Legal personality:
- Examen vs. Vantage Point
- McDermott vs. Lewis
- Centros vs. Erhvervs
- Inspire Art vs. Kamer
- Vale vs. Hungarian court
- Polbound vs. Poland court

Exam¶

9 ECTS

Mode¶

50m
Open ended questions, he is good with marks but he always asks for case studies
One open question by Shurr (25% of grade)
Three or more questions by Bianchini (75% of grade)
- more general questions in the first round of examination
- (either open, he doesn't like fuzz essays, just go straight to the point
Take pen and pencil, but no own sheets

Authors: Giacomo