Corso di studio in Amministrazione e Controllo Aziendale

The teaching is part of the general objective of the course of study to provide knowledge about corporate administration and control, also integrating legal profiles. The teaching is monographic in nature and focuses on advanced topics of corporate law. The specific educational objectives of the course consist of an in-depth study of the governance discipline in the main corporate forms of business operation, taking into consideration size (small vs. medium-large companies) and the degree of openness to the market (closed vs. open companies).

1) Knowledge and understanding.

The lecturer expects knowledge and understanding of the administration and control systems of companies, particularly capitalist companies.

2) Ability to apply knowledge and understanding.

The lecturer hopes that the ability to correctly apply the positive discipline of the main institutions of commercial law to concrete cases of simple/medium difficulty will be acquired.

3) Autonomy of judgement.

The lecturer hopes that the critical capacity will be acquired in evaluating the solutions given to corporate governance issues by the various operators in the sector (professionals, case law).

4) Communication skills.

The lecturer hopes to develop the ability to discuss problems and propose solutions in relation to elementary case studies. For example, examining a governance problem and suggesting possible corrective measures. With this in mind, discussions of case law are organised in order to practise this.

5) Learning skills.

The lecturer hopes that the methodological foundations for the application of corporate governance rules will be acquired.

The teaching consists of two parts.

The first part, lasting 24 hours, is held by Prof. Oreste Cagnasso and is seminar-based. It consists of 8 lectures lasting 3 hours, with the aim of providing a general overview of the forms of business activity in the Italian legal system, highlighting current trends and reforms recently implemented or in the pipeline. The calendar with the topics to be covered will be published on moodle by the start of the lessons.

TThe second part consists of 40 hours of lectures, taught by Prof. Di Sarli with an institutional approach, although it may include some seminars. The detailed timetable of the lectures will be made available on moodle by the start of the lessons.

The topics covered are as follows:

Corporate Governance. General profiles

• Concepts and sources
  Separation of ownership and control: issues of agency and legal strategies

Administration:

• The different models of administration and control.
• The traditional model. 
• Administrative body: Appointment, requirements, non-competition, termination, replacement, structure and operation
• Articulation of the Board of Directors. Delegated bodies. Delegated - non-delegated relationship. 
• Powers and duties of directors.
• Shareholder-director dialectics.
• Directors' responsibilities and Business Judgment rule.

Controls

• Controls: regulatory evolution 
• Shareholder control.
• Auditors
• The supervisory organinanism (ODV) 
• The two tiers model and the monistic model  
• External controls: statutory audit and judicial review 

Special topics of governance

• Corporate governance in the age of artificial intelligence 
• ESG objectives and governance 
• Corporate crisis and governance 
• Capital market regulation reform and the impact on governance

Students are expected to be involved in the discussion of newly introduced cases or regulations.

The materials used to support the lectures are made available on moodle.

The examination is oral and the grade is expressed in thirtieths.

Students who so wish will be involved in training activities (reading of case law or articles of doctrine) organised during the course of the lectures, which will be assessed for the purpose of awarding the final grade.

The purpose of the examination is to check that the student has learnt the basics of the subject as well as the ability to navigate the rules. A mnemonic study of the code is not required, but rather a knowledge of the rules of the fundamental institutes and the ability to reason. Specifically, the assessment criteria and their weights are as follows:

1) knowledge of the study topics. Weight: 0.8

2) capacity for analysis and reasoning. Weight: 0.1

3) clarity of exposition and ownership of language. Weight: 0.1

You are only admitted to take the examination if you are duly registered for it via ESSE3.

There is no difference between attending and non-attending students.

For any learning disorders or disabilities, please see the arrangements:

(a) support: (https://www.unito.it/servizi/lo-studio/studenti-con-disabilitaopen_in_newopen_in_newopen_in_new);

(b) accommodation: (https://www.unito.it/accoglienza-studenti-con-disabilita-e-dsaopen_in_newopen_in_newopen_in_new)

(c) and in particular the procedures required for exam support (https://www.unito.it/servizi/lo-studio/studenti-e-studentesse-con-disabilita/supporto-studenti-e-studentesse-conopen_in_newopen_in_newopen_in_new).

The reception is held

• in person on the days and times indicated by the lecturer at the beginning of the course or agreed by email;
• remotely, via webex, on the days and times agreed by e-mail.

The following are made available on moodle:

• slides used to support the lectures; 
• a bibliography with doctrinal articles on special governance issues