Year
2023/2024
Course
CORPORATE AND FINANCIAL LAW
Teacher
FABIANA DI PORTO
Requirements
The primary objective of the course is to provide students with a basic knowledge of Corporate and Financial law and regulation, as well as on the new field of Sustainable finance law. The course will cover basic terminology and theoretical as well as practical implications.
More specifically, the course pursues the following objectives:
(1) give students a knowledge and understanding of the main elements of corporate, banking, insurance and securities law and regulation, and sustainable finance;
(2) give students an understanding of the corporate issues concerning Italian listed companies;
(3) increase awareness and understanding of the main items regarding corporate governance, with specific regard to banks, insurance companies, financial intermediaries and listed companies;
(4) understand the main items regarding governance, policies and transactions of Italian financial institutions;
(5) give students an understanding of the principles and practice of sustainable finance;
At the end of the course, students should have a general overview of the most controversial topics regarding corporate and finance law, including sustainable finance, also having regard to scholarship and practical cases.
The course aims to impart to the student knowledge of the basic concepts in corporate and financial market law (Module 1) and to analyze their interaction with sustainability issues (Module 2).
Module 1 introduces to corporate, banking and finance law and regulation, highlighting the most controversial topics and identifying the rationale of relevant provisions. Given that relevant legal sources – law, regulation and case law – change overtime, special attention will be paid to the acquisition of specific and useful tools to monitor updates of the legislative and regulatory framework.
In Module 2, special attention will be paid to "ESG" (environmental, social and governance) issues and their interaction with the development of financial markets. Specifically, Module 2 has the following objectives: to analyze the concepts of sustainability and sustainable finance; to examine the role of law in the development of sustainable finance; to identify and explain key legal principles and regulatory techniques used by sustainable finance; and to undertake a critical assessment of current debates and reform proposals in the field.
Students will learn to evaluate how laws influence sustainable finance practices and understand the role of law in promoting sustainability in the financial sector. They will acquire capability to analyze and understand the European legal system on ESG, recognizing its specificities with respect to national legal systems, as well as the ability to set up, in written and oral form, the appropriate lines of reasoning and argumentation for a proper examination of both general and particular issues.
To facilitate learning, the course is structured in 2 modules: Module 1 is devoted to the corporate and financial law, as well as decentralized finance.
Modul 2 covers topics related to sustainable finance and ESG criteria, with a focus on the main disciplines adopted by the EU to foster sustainable finance and monetary policy.
Overall, the course consists of 54 teaching hours (erogative + interactive), that is: 18hrs of erogative teaching, corresponding to 9 hrs of video-lessons and 36 hrs of interactive teaching. consisting of 2 Webinars and related Tematic forum. It is required to make a total of 300 hours, which include the attendance at the teaching activities (erogative + Interactive), and individual study.
Teaching modules
Module 1 covers Corporate and financial law and includes the following topics:
Topic 1. Introduction to Italian Listed companies.
Topic 2. Corporate governance rules and best practices.
Topic 3. Corporate disclosure and Market Protection.
Topic 4. Market Abuse Regulation and Insider Trading.
Topic 5. Introduction on financial laws and regulations.
Topic 6. Regulation of banking activities
Topic 7. Regulation of Insurance activities
Topic 8. The role of the competent Supervisory Authorities (ECB; Bank of Italy; Consob; IVASS).
Topic 9. Regulated Markets and Trading Venues.
Topic 10. From Web 2.0 to Web 3.0: Fintech.
Topic 11. Contracts stipulated on Distributed Ledger Technology.
Topic 12. Cryptocurrencies.
Topic 13. Central Bank Digital Currencies (CBDC).
Topic 14. Artificial Intelligence and financial law.
Topic 15. RegTech.
Module 2 concerns Sustainable Finance law and regulation. It includes the following:
Topic 16. ESG factors and their implementation on European financial markets;
Topic 17. The EU taxonomy and its implementation
Topic 18. Sustainable Finance Disclosure Regulation - SFDR
Topic 19. Corporate Sustainability Reporting Directive - CSRD
Topic 20. Green bonds.
Topic 21. Climate factors and European monetary policy
For better learning guidance, the list of correspondences between teaching topics and study materials follows:
MODULE 1
Topic 1: Introduction to Italian Listed companies.
- Teaching materials: slides
Topic 2. Corporate governance rules and best practices.
- Teaching materials: slides
Topic 3. Corporate disclosure and Market Protection.
- Teaching materials: slides
Topic 4. Market Abuse Regulation and Insider Trading.
- Teaching materials: slides
Topic 5. Introduction on financial laws and regulations.
- Teaching materials: slides
- Mandatory reading: M. Clarich (2021) Regulation of the Italian Banking Sector: From the 1936 Banking Law to the European Banking Union. In D. Sorace et al. (eds.), The Changing Administrative Law of an EU Member State
Topic 6. Regulation of banking activities
- Teaching materials: slides
Topic 7. Regulation of Insurance activities
- Teaching materials: slides
Topic 8. The role of the competent Supervisory Authorities (ECB; Bank of Italy; Consob; IVASS).
- Teaching materials: slides
Topic 9. Regulated Markets and Trading Venues.
- Teaching materials: slides
Topic 10. From Web 2.0 to Web 3.0: Fintech.
- Mandatory reading: D. Arner, R. Buckley, K. Charamba, A. Sergeev and D. Zetzsche (2022) Governing FinTech 4.0: BigTech, Platform Finance, and Sustainable Development, in 27 Fordham J. Corp. & Fin. L. 1
Topic 11. Contracts stipulated on Distributed Ledger Technology.
- Mandatory reading: D.A. Zetzsche, D. .Arner, and R. P. Buckley (2020) Decentralized Finance, in Journal of Financial Regulation, 2020, 6, 172–203
Topic 12. Cryptocurrencies.
- Mandatory reading: F. Annunziata (2023) An Overview of the Markets in Crypto-Assets Regulation (MiCAR). EBI Working Paper Series no. 158
Topic 13. Central Bank Digital Currencies (CBDC).
- Mandatory reading: S. Auer, N. Branzoli, G. Ferrero, A. Ilari, F. Palazzo and E. Rainone (2024) CBDC and the banking system. In Bank of Italy, Questioni di Economia e Finanza, Occasional Papers Number 829
Topic 14. Artificial Intelligence and financial law.
- Mandatory reading: A. Sciarrone Alibrandi, M. Rabitti and G. Schneider (2023) The European AI Act’s Impact on Financial Markets: From Governance to Co-Regulation. In EBI Working Paper Series no. 138
Topic 15. RegTech.
- Mandatory reading: F. Teichmann, S. Boticiu, B.S. Sergi (2022) RegTech – Potential benefits and challenges for businesses, (tot. 5 pp.)
Module 2
D. Busch, G. Ferrarini, S. Grünewald (eds) (2024) Sustainable Finance in Europe. Corporate Governance, Financial Stability and Financial Markets, Springer [EU Sustainable Finance]
Topic 16. ESG factors and their implementation on European financial markets;
- Materials: Video-lessons
- Suggested reading: Driessen, M. (2024). Sustainable Finance: An Overview of ESG in the Financial Markets. In: [EU Sustainable Finance]
Topic 17. The EU taxonomy and its implementation
- Materials: Video-lessons
- Suggested reading: C.V. Gortsos, D. Kyriazis, The Taxonomy Regulation and Its Implementation, in [EU Sustainable Finance]
Topic 18. Sustainable Finance Disclosure Regulation - SFDR
- Materials: Video-lessons
- Suggested reading: D. Busch, Sustainability Disclosure in the EU Financial Sector, in [EU Sustainable Finance]
Topic 19. Corporate Sustainability Reporting Directive - CSRD
- Materials: Video-lessons
- Suggested reading: van Dijk, L., Hijink, S., in ’t Veld, L. (2024). Corporate Sustainability Reporting. In: [EU Sustainable Finance]
Topic 20. Green bonds.
- Materials: Video-lessons + Podcast: https://youtu.be/L2a3gTr7_xw
- Suggested reading: Driessen, M. (2024). Sustainable Finance: An Overview of ESG in the Financial Markets. In: [EU Sustainable Finance]
Topic 21. Climate factors and European monetary policy
- Materials: Video-lessons
- Suggested reading: Wutscher, C. (2024). The ECB’s New Green Monetary Policy. In: [EU Sustainable Finance].
Non-Mandatory Readings
- Capriglione F. - Masera R. (2016) Bank Corporate Governance: A New Paradigm. In Open Review of Management, Banking and Finance, in https://ssrn.com/abstract=2889216
- Sepe M., Regulated Markets, in Italian Banking and Financial Law: Intermediaries and Markets, curated by Siclari, Palgrave Macmillan, 2015, p. 117–196
- Sepe M., A crisis, public policies, banking governance, expectations and rule reforms: when will the horse go back to drink?, in Law and Economics Yearly Review, 2014, p. 210-237.
Module 1 consists of individual study of the slides and mandatory readings indicated by the lecturer and uploaded to the course's Moodle platform.
As for Module 2, this consists of video lectures that are administered in e-learning mode, supported by additional materials (e.g. slides or recommended readings).
As per e-tivities, which are optional, the following are planned:
1. A multiple-choice quiz on the topics covered in Module 1. The quiz helps students test the acquisition of knowledge related to the topics covered in Module 1.
2. webinars on specific topics analyzed in the course, to be held during the academic year, followed by an in-depth Thematic forum.
Participation in the webinar is open not only to all students who wish to deepen and/or clarify certain aspects of corporate and finance law, but also to all those who have not yet begun studying the subject. For the latter, attending the webinars (which, once recorded, will be uploaded to the course's Moodle page) is an opportunity to get closer to corporate and finance law, to expose and share with the lecturer and external speakers special needs and requirements, as well as to learn and compare with other participants, external speakers and the lecturer on the correct study methodology. Through webinars, therefore, the lecturer not only aims to expose analytically on the subject matter, but also has the opportunity to interact with students, responding directly and immediately to questions and/or requests for clarification formulated by students.
After attending the webinars, students will be able to perform the task described in the Thematic Forum: that is, to write a summary of a topic covered in the webinar and add their own critical annotations.
The course provides different forms of assessment of acquired knowledge, through which the student can monitor the effectiveness of his or her learning strategies in view of the profit examination.
As for Module 1, for the purpose of assessing learning, the student is expected to independently take a multiple-choice quiz (on the topics covered in Module 1 only). The quiz, which is accessible from the course's Moodle platform, constitutes a teaching aid for the student and its main objective is to enable the student to independently verify his or her preparation on the subjects covered in Module 1. The quiz can be taken for one time only, at any time; it consists of 40 questions and lasts 30 minutes. Feedback: The results of the quiz (grade obtained) will be communicated by the lecturer in a deferred timeline. Where a passing grade is achieved (min. 18/30), the quiz will have an exempting effect with respect to Module 1 for the purpose of the final exam.
Instructions: Instructions for taking the quiz are posted on the Course Moodle page (training pact). Each quiz requires 6 hours of
total student effort (of which: 30 min. for taking the quiz and the remaining for preparation).
As per the topics covered in Module 2, the assessment of learning is carried out through the following e-tivities: 2 webinars with external speakers, each followed by a Thematic Forum.
A. 2 Webinars with external speakers. The webinars have a duration of 2 hours each (total 4 hours). The webinars will take place on predetermined dates that will be posted in the e-tivity calendar. The webinar will be recorded and subsequently uploaded to the course's Moodle platform. By registering for this e-tivity (see Webinar training pact), the student automatically provides consent to the recording of the webinar (in case he/she participates in it) and its subsequent upload to the course's Moodle platform.
B. Thematic forum. Following each webinar, students can participate in the in-depth Thematic forum. Students will be able to access it at any time (after the webinar takes place and before the date of the final exam). The total commitment for this e-tivity is 2 hours, including 1.5 hours of preparation (reading the sources provided by the lecturer) and the remaining time for writing and posting a summary of one of the topics covered in the Webinar with one’s own critical thoughts. Posts in the Forum must have a maximum length of 20 lines and a minimum of 10.
The successful performance of this e-tivity (consisting of participation in the webinar and the thematic forum) will be subject to reward assessment for the purposes of the final oral exam, to the extent of 1 point for each e-tivity, provided that sufficiency in the final oral profit exam is achieved.
The total commitment for each of these e-activities is 6 hours, of which: 2 hrs for participation in the webinar; 2 hrs for preparation (reading the material indicated by the lecturer); 2 hrs for participation in the in-depth Thematic forum. Overall, the load is 6 hours for each of the 2 webinars and Forum (total 12 hrs).
The final exam will be oral and aims to test the student's learning and understanding of the course topics, as well as the assessment of communication skills and autonomy of judgment acquired by the student. Final profit exams cover the topics indicated in the "Study Program" section, as well as e-tivities (quiz on Module 1, webinars and Thematic forums).
The evaluation of e-tivities as well as the oral exam contribute (100%) to the formation of the final grade (expressed in thirtieths).
In addition, the following will contribute to the final grade:
A. the ability to apply the knowledge acquired through the video lectures, the study of the recommended teaching materials, and the critical participation demonstrated in the Webinar and performed in the Thematic Forum;
B. the autonomy of judgment and communication skills demonstrated will also be evaluated during participation in the webinars and the Thematic Forum, with reference to which the student's ability to express his or her opinion in relation to the issues in these areas is also evaluated.
Students will acquire general knowledge in corporate and financial law matters which is very appreciated in professional environments such as law firms, investment banks, listed companies, financial institutions, supervisory authorities and the like.