Giovanni Romano is Associate Professor of Business Law at the Department of Business and Law (University of Siena) where he teaches Transnational Corporate Governance Law and Corporate 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. 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. He participates to the Board of the PhD in Law and Management of Sustainability (LaMaS).
ROMANO GIOVANNI
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CORPORATE LAW AND REGULATION (BUSINESS LAW BASIC) a.a. 2022-2023 - Second semester
The course focuses on corporate law.
European company law in particular will be considered, but attention will also be paid to the Italian company law system.
A. CONTENTS
The general definition of “company/corporation”. Partnerships and corporations. The organisation of assets and liability for corporate obligations. The single-member company. The corporate group. The 'purpose' of companies. The profit-making company; the cooperative society; the consortium; the EEIG.
The notion of share capital and the rules for its formation and conservation.
The corporate organisation of capital companies: the systems of administration and control.
The legal bases and the process of harmonisation of company law in Europe. The right of establishment of companies and cross-border extraordinary transactions.
Listed companies and takeover regulation. The financing of innovative start-ups: venture capital; SPACs
Corporate Law and Sustainability: the proposal for a Directive on corporate sustainability due diligence; the EU Directive on Corporate Sustainability Reporting
Corporate Insolvency and Reorganization Law
B. GOALS
Through the analysis of the European legal system related to economic initiatives, the course aims to offer students a complete knowledge of European legislation relating to business and company law so that the student can acquire the appropriate skills to identify and solve problems related to business activity and, specifically, to companies, with regard to their operations in the context of the single market.
The expected training objectives therefore provide the student with a solid knowledge of the legal profiles of how firms operate, in relation to professional outlets that involve the assumption of operational or advisory responsibilities.
C. TEXTBOOKS AND OTHER STUDYING MATERIALS
Nicola De Luca, European Company Law, Cambridge University Press, 2nd. ed., 2021
OR
Andrea Vicari, European Company Law, De Gruyter, 2021
AND
Andrea Sacco Ginevri (ed), Commentaries and cases on italian business law, 2nd ed., Wolters Kluwer, 2021
Additional materials will be made available during the course in the associated Moodle space
D. EXAMINATION AND MID-TERMS
The final examination is oral. It covers the main course content and is aimed at ascertaining knowledge of the topics and acquisition of the skills described above.
During the course, four intermediate tests covering 80% of the assessment will be conducted.
The in itinere tests may consist of:
- analysis of case law
- a written test
- an oral presentation in classroom
- a research paper on a topic assigned by the lecturer
Completion accademic year: 2024/2025
Completion accademic year: 2023/2024
Completion accademic year: 2022/2023
Completion accademic year: 2021/2022
Completion accademic year: 2020/2021
Research
Selected publications:
- Santoro, V., Romano, G. (2016). L’ultimo atto di riforma delle banche popolari. LE NUOVE LEGGI CIVILI COMMENTATE, 39(2), 210-261. - view more