This section will cover selected topics of corporate law among those currently discussed in the international debate, such as:
- the new perspectives of corporate governance after the financial crisis, such as the re-thinking of the shareholder value theory, the risk management system, the new rules on management accountability, the evolution of the internal control system;
- the ongoing reform of the European corporate law, from the shareholders’ rights to the new rules on statutory auditors, from the reform of cross-border mergers and demergers to the future rules on group of companies;
- the evolution of the contents of fiduciary obligations of directors, starting from the traditional categories of duty of care and duty of loyalty and moving to the new boundaries of integrity and transparency;
- the debate over corporate social responsibility, analyzing the two sides of the debate stakeholder theory vs. shareholder theory and the new studies that suggest that corporations should focus on legally maximizing shareholder wealth based on ethical principles;
- the special problems of the closely-held corporations, such as the issues related to the control powers of minority shareholders, the shareholders’ direct liability and the deadlock situation.
The module guides the students through basic principles of intellectual property law.
It starts from the legal and economic theories founding the protection of inventions, literary and artistic works, trademarks and designs. Building on such understanding, the module focus on the making of intellectual property protection under national laws and discusses its projection in international law, moving from the early, euro-centric conventions towards the inclusion of intellectual property within the international trade law system.
Principles and rules governing copyright and patents, trademarks and design are covered following a comparative and case law approach, devoting particular attention to contractual issues.
The module focuses on one specific aspect of international monetary and financial law: sovereign debt restructuring.
Over the past sixty years, the features of sovereign debt restructurings have been shaped by the type of creditors and by the nature of the debt. Debt restructuring vehicles therefore change according to the category of creditors involved:
- official bilateral debt is renegotiated under the Paris Club umbrella
- commercial bank debt is restructured through the London Club process
- bond debt is restructured via exchange offers
After a short introduction, the reading materials will provide an overview of the different approaches to sovereign bond restructurings: the institutional one (as per the SDRM and EDRM proposals), the contractual one (addressing more in detail some key bond clauses like the collective action clauses and the pari passu clause) and the soft-law approach (IIF and UNCTAD Principles). Students will be asked to analyse recent case law on Argentina’s debt restructuring (the so-called pari passu saga: NML v. Argentina) as well as on Greece’s exchange offer.
Competition Law aims to ensure the efficient allocation of scarce economic resources through the protection of free market competition: the benefits occasioned by such an objective are the enhancement of productive and allocative efficiency, which leads to the improvement of consumer welfare through the creation of a market which encourages lower prices and which welcomes product innovation. Whilst this theory appears attractive, owing to an inherent lack of resources, skills and capacity, some authors are more critical about the legal transplant of competition laws from the international level (ICN, UNCTAD, OECD) to domestic countries, especially in the less developed economies. Complicating this debate even further is the fact that the economic effects of implementing competition policy and law are not easily quantifiable: the discrete nature of each particular economy renders it virtually impossible to fashion an “apples with apples” comparison. Its own particular and unique features characterize each jurisdiction or economy. In the light of the above, this module will review literature, anecdotal evidence and case law to evaluate the arguments for and against the implementation of competition law in developing countries.
Over the past decades, there has been a remarkable transformation in the ability of consumers to bring civil legal actions for compensation in representative or aggregated group form. Once limited to the US, class action procedures is now part of many jurisdictions, including civil law and common law countries, liberal democratic societies and authoritarian states, and are under debate in a number of other countries. Collective redress is under discussion within European Union Law, while European member states have adopted different tools. The module aims at understanding why this transformation has taken place, describing models for collective redress and analyzing the consequences of permitting representative and aggregated collective actions for social and economic policy and access to justice.