Giovanni Romano is Senior Researcher in Business Law at the Department of Business and Law (University of Siena) where he teaches Business Law (Basic) and Insolvency Law. Graduated cum laude in law at the University of Perugia, he holds a Ph.D. in Banking and Financial Market Law at the University of Siena, where he then worked as a Research fellow in Business Law. He has recently obtained the National Scientific Qualification as Associate Professor in Business Law. His researches mainly focus on company and banking law, with a special attention to company directors’ duties and to cooperative banks; the law and regulation of financial contracts and collective investment schemes; insolvency law. He is a member of the Editorial boards of the reviews “Ianus” (the on-line review of the Department of Business and Law – University of Siena) and “Diritto della Banca e del mercato finanziario”. He has been delegated by the Director of Disag to department seminars. He is also a member of the University Quality Assurance Committee.
BUSINESS LAW (BASIC) a.a. 2021-2022 - First semester
(9 Credits - 60 teaching hours)
A. CONTENTSOF LECTURES
The course aims to provide students with a full knowledge of European legislation relating to business and company law. The main objective of the course is to provide students with the appropriate skills to identify problems related to business and, specifically, to companies.
The course is divided into three parts.
The first part concerns some fundamental elements of EU law with regard to economic activities. Lectures will then analyse certain basic principles of the Treaty on the Functioning of the European Union with regard to the so-called “four fundamental economic freedoms”. In a second step, central concepts of EU competition law will be taken into account through an analysis of both EU legislation and case-law.
The second part of the course (held by Dr Gabriella Gimigliano) has particular regard to Bitcoin and digital currencies regulation and,more generally, to EU legislation on payment services and other Fintech developments.
The third part of the course focuses on EU Company law. Legislation (directives and regulations) will be analysed with particular regard to the different types of companies and other business organization forms provided for by EU law. The harmonization process of national company laws under way within the EU will be considered as well.
B. INDIVIDUAL STUDY AND TEXTBOOKS
– “PROGRAMME A” (corresponding to the contents of lectures listed in former section A)
For the first part:
- Eleanor M. Fox and Damien Gerard, EU Competition Law. Cases, Texts and Context, Elgar, 2017, pages 1-20, 33-53, 68-115, 159-269;
For the second part:
- Gabriella Gimigliano (ed), Bitcoin and mobile payments, Palgrave-Macmillan, 2016, pages 27-70, 89-118, 145-229
For the third part:
- Nicola De Luca, European Company Law, Cambridge University Press, 2nd Ed., 2021, Parts I, II, III, IV, V, VI (ch. 18 only)
- Andrea Vicari, European Company Law, De Gruyter, 2021, Chapters 1, 2, 3, 4, 5, 6, 9, 10, 12, 13, 14
– “PROGRAMME B”:
- Nicola De Luca, European Company Law, Cambridge University Press, 2nd Ed.
- Andrea Vicari, European Company Law, De Gruyter, 2021
Both attending and non-attending students may opt between exam programme A or B. However, attending students who wish to take mid-term exams (see section C, below) are advised to opt for exam programme A. Exam programme B might turn out tobe more suitable for non-attending students.
C. MID-TERMS AND FINAL EXAM
Business law (basic) exam is a written exam. It is made up of 6 “open questions”. Your answers will be better graded if they are precise, correct and detailed. Namely: (i) your answer must be consistent with the question; (ii) your answer should make cross-references among different study materials; (iii) your answer must be coherently structured.
You will pass the examif your grade is at least 18 (out of 30).
At the time of registration for the exam, please remember to specify in the notes the Programme (“A” or “B”) you wish to opt for.
During the course, 3 written mid-term exams will be held. Both attending and not-attending students are entitled to do mid-terms, but please note that mid-term tests will be largely based on class notes. Those students who pass all mid-terms will be entitled to confirm final mid-term grade as their final Business law (basic) grade. Nevertheless, they can also do Business law (basic) exam during the regular exam sessions with a view of improving their final mid-term grade.
1. I want to improve my final mid-term grade and I decide to do Business law (basic) exam on January, but I fail it. What happens? You will keep your final mid-term grade (until September 2022) and you may try to do Business law (basic) exam again.
2. I failed one of the mid-term tests. What happens? In such case you cannot get a final mid-term grade, hence you must do Business law (basic) exam during one of the regular exam sessions.
3. I passed all mid-terms and I decided to accept final mid-term grade as my final Business law (basic) exam grade. What is the next step? In January, or during one of the following regular exam session, you will need to register for Business law (basic) exam pointing out in the footnotes that you want to accept your final mid-term grade.
4. Please note that once you have accepted your mid-term grade as your Business law (basic) final grade you cannot change your mind. Therefore, you won’t be entitled to do Business law (basic) exam anymore.
5. Please note thatin order to complete the Business law (basic) exam and get a final vote (either through the three medium term tests or through the regular exam) you must have succesfully taken public and private law exams.