Filippo MURINO | CORPORATE GOVERANCE LAW
Filippo MURINO CORPORATE GOVERANCE LAW
cod. 0222100152
CORPORATE GOVERANCE LAW
| 0222100152 | |
| DEPARTMENT OF MANAGEMENT & INNOVATION SYSTEMS | |
| EQF7 | |
| BUSINESS MANAGEMENT AND CONSULTING | |
| 2024/2025 |
| OBBLIGATORIO | |
| YEAR OF COURSE 2 | |
| YEAR OF DIDACTIC SYSTEM 2023 | |
| SPRING SEMESTER |
| SSD | CFU | HOURS | ACTIVITY | |
|---|---|---|---|---|
| IUS/04 | 6 | 30 | LESSONS |
| Exam | Date | Session | |
|---|---|---|---|
| MURINO | 09/01/2025 - 09:30 | SESSIONE ORDINARIA | |
| MURINO | 09/01/2025 - 09:30 | SESSIONE DI RECUPERO | |
| MURINO | 30/01/2025 - 09:30 | SESSIONE ORDINARIA | |
| MURINO | 30/01/2025 - 09:30 | SESSIONE DI RECUPERO | |
| MURINO | 13/02/2025 - 09:30 | SESSIONE ORDINARIA | |
| MURINO | 13/02/2025 - 09:30 | SESSIONE DI RECUPERO |
| Objectives | |
|---|---|
| THE COURSE AIMS TO PROVIDE STUDENTS WITH THE TOOLS NECESSARY TO KNOW THE FUNDAMENTAL INSTITUTES OF CORPORATE GOVERNANCE OF LISTED COMPANIES AND TO CONSULT AND UNDERSTAND REGULATORY AND JURISPRUDENTIAL TEXTS RELATING TO ADMINISTRATION, INTERNAL AND MARKET CONTROL, AND INTERFERENCE ENZE BETWEEN PROPERTIES AND BUSINESS GOVERNANCE, FROM A PERSPECTIVE ATTENTIVE TO CONSTITUTIONAL PRINCIPLES AND THE EURO-UNITARY SOURCES SYSTEM. THE COURSE IS AIMED AT GIVING STUDENTS THE KNOWLEDGE OF THE SOURCES, NOTIONS AND FUNDAMENTAL PRINCIPLES OF THE REGULATION OF LISTED COMPANIES AND THE ABILITY TO UNDERSTAND AND ANALYZE THE GENERAL PRINCIPLES OF LISTED COMPANY LAW. STUDENTS WILL BE ABLE TO CONSULT REGULATORY AND JURISPRUDENTIAL TEXTS AND EXTRACT THE INFORMATION NECESSARY TO ANALYZE THE IMPACT OF COMMERCIAL LAW RULES ON THE ACTION OF THE SUBJECTS OF THE LAW IN THE CONTEXT OF THE CENTRAL TOPICS RELATED TO THE REGULATION OF OWNERSHIP STRUCTURES AND SHAREHOLDER BODIES WINGS, GODS INTERNAL AND EXTERNAL CONTROLS AND THE POWERS OF SHAREHOLDERS AND NOTEHOLDERS IN LISTED COMPANIES. AT THE END OF THE COURSE, STUDENTS WILL ACQUIRE COMMUNICATION SKILLS AND LEARNING ABILITY TO SOLVE PROBLEMS AND LEGAL ISSUES RELATED TO CORPORATE GOVERNANCE. |
| Prerequisites | |
|---|---|
| NONE |
| Contents | |
|---|---|
| -LISTED ITALIAN COMPANIES BETWEEN SPECIAL COMPANY LAW, MARKET LAW AND GENERAL INTERESTS (1 H) -THE ITALIAN AUTHORITY (CONSOB) AND ITS SUPERVISORY FUNCTIONS ON THE TRANSPARENCY AND GOVERNANCE OF LISTED COMPANIES (1 H) - INFORMATION'S DISCLOSURE TO THE PUBLIC AND LISTED COMPANIES (1 H) - THE RULES ON OWNERSHIP STRUCTURE AND THE ACTIONS TOWARDS THE SUPERVISORY AUTHORITY AND THE MARKET (1 H) -1 H) -THE GOVERNANCE AND THE ORGANIZATION OF ITALIAN LISTED COMPANIES AMONG LAWS, REGULATIONS, CODES OF CONDUCT (1 H) - THE SHAREHOLDERS' MEETING IN THE LISTED COMPANIES (5 H) - THE BOARD OF DIRECTORS IN THE LISTED COMPANIES. COMPOSITION AND SUBJECTIVE REQUIREMENTS (2 H) -OPERATION AND DUTIES OF THE BOARD OF DIRECTORS BETWEEN SUPERVISION, ADDRESS AND CONTROL (3 H) - THE SUPERVISORY BOARD IN THE LISTED COMPANIES BETWEEN COMMON LAW AND SPECIAL RULES (5 H) -THE LEGAL AUDIT OF THE ACCOUNTS (3 H) - INTERNAL COMPANY CONTROLS (3 H) - THE SHARE CAPITAL IN THE LISTED COMPANIES (2 H) - COMPANIES WITH LISTED SHARES AND THE DOUBLE SPECIAL DISCIPLINE (2 H) |
| Teaching Methods | |
|---|---|
| LESSONS ARE CARRIED OUT IN THE SECOND SEMESTER, FOR A TOTAL OF 30 HOURS. CLASS ATTENDANCE IS NOT COMPULSORY. THERE WILL BE FRONTAL LESSONS, AS WELL AS EXERCISES AND SEMINARS HELD BY EXPERTS IN ORDER TO EXAMINE CASE-STUDIES. |
| Verification of learning | |
|---|---|
| THE EXAM CONSISTS IN A ORAL EXAMINATION AFTER THE END OF THE COURSE. THE ORAL TEST IS AIMED AT DEEPENING THE LEVEL OF THEORETICAL KNOWLEDGE, THE AUTONOMY OF ANALYSIS AND JUDGMENT, AS WELL AS THE STUDENT'S PRESENTATION SKILLS. THE EVALUATION OF THE TESTS TAKES INTO ACCOUNT THE ABILITY TO IDENTIFY THE MOST APPROPRIATE METHODS OF ANALYSIS, THE ABILITY TO CLEARLY AND CONCISELY EXPLAIN THE OBJECTIVES, THE PROCEDURE AND THE RESULTS OF THE CALCULATIONS CARRIED OUT, AS WELL AS THE ABILITY TO DELVE DEEPER INTO THE TOPICS COVERED USING MATERIALS OTHER THAN THOSE PROPOSED. THE FINAL VOTE IS GIVEN IN THIRTIETHS. THE EXAMINATION IS EXCEEDED WHEN THE TOTAL VOTE IS SAME OR MORE THAN 18/30 AND THE TOTAL IS GREATER OR MORE THAN 18/30. THE MINIMUM EVALUATION LEVEL (18/30) IS ATTRIBUTED WHEN THE STUDENT HAS A FRAGMENTAL KNOWLEDGE OF THEORETICAL CONTENTS OR SHOWS A LIMITED CAPACITY TO CONNECT THE NORMATIVE REFERENCES TO THE STUDY CONTEXT. THE MAXIMUM LEVEL (30/30) IS ATTRIBUTED WHEN THE STUDENT DEMONSTRATES A COMPLETE AND DEEPENED KNOWLEDGE OF THEORETICAL CONTENTS OR SHOWS A NOTABLE CAPACITY TO CONNECT THE NORMATIVE REFERENCES TO THE STUDY CONTEXT. PRAISE IS GIVEN WHEN THE CANDIDATE DEMONSTRATES SIGNIFICANT MASTERY OF CONTENTS AND OPERATIVE THEORY AND EXHIBITION OF KNOWING HOW TO SUBMIT ARGUMENTS WITH REMARKABLE PROPERTIES OF LANGUAGE AND SKILLS DEVELOPMENT INDEPENDENT EVEN IN CONTEXT OTHER THAN THOSE PROPOSED BY THE PROFESSOR. |
| Texts | |
|---|---|
| -OPTIONALLY: 1) CERA M., LE SOCIETÀ CON AZIONI QUOTATE NEI MERCATI, BOLOGNA, LAST EDITION; 2) CHIAPPETTA F., DIRITTO DEL GOVERNO SOCIETARIO, ASSAGO, LAST EDITION; ADDITIONAL CASES AND MATERIALS WILL BE PROVIDED DURING THE LESSONS. |
| More Information | |
|---|---|
| IT IS RECOMMENDED THAT STUDENTS USE AN UP-TO-DATE CIVIL CODE INCLUDING COMPLEMENTARY LAWS. |
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