FOUNDATIONS OF BUSINESS LAW
Other options of examination (e.g. research paper, oral presentation, written test) may be arranged for students attending classes.
Not attending students:
The essential aim of the course is to identify and examine those basic needs, which are discussed to acquire a more critical understanding of current regulations across modern legal systems.
This goal is pursued by going through the historical development of those institutions, as well as by reflecting on their economic rationales.
The course focuses on both the historical and the economic foundations of some of the legal pillars of modern economies: corporations, insurance and bankruptcy.
Such institutions can be seen as answers, shaped by centuries of legal practice across different systems, to a complex web of basic needs that emerged in societies along the development of business activities.
The first part of the course deals with the historical roots and the development of law merchant, a customary law with its own rules and courts that from medieval Italian communes spread throughout Europe. Some pivotal aspects are taken into particular consideration, such as the different forms of partnership developed in order to succeed in business; the means introduced to guarantee trades and goods against the risks deriving from business activities; the consequences of crisis and failure of business undertakings.
In the second part, the same topics are explored through the lenses of economic analysis of law. Starting from specific examples, the basic functions and principles underlying each institution are highlighted. From these conceptual tools, relevant applications to some current regulatory issues are derived.
Program for Attending Students
Part 1: Lex mercatoria/law merchant: a law made by merchants for merchants; how to do business? Different forms of organization among merchants (partnerships – companies – corporations); a necessary tool to preserve business and goods: insurance; merchants in troubles: bankruptcy.
Part 2: Corporations: the essential role of organizational law; characteristics and functions of the corporate entity. Insurance: risk aversion and its implications; the insurance technique; principles underlying the regulation of insurance contracts and firms. Bankruptcy: the basic dynamics of the relationship between a firm and its creditors; the logic and limits of bankruptcy law.
Programma per non frequentanti
Program for not Attending Students
Topics included in the assigned readings.
Only for attending students:
Notes and materials published on the e-learning website.
For not attending students:
Part 1: From Lex Mercatoria to Commercial Law, ed. by V. Piergiovanni, Berlin, Duncker & Humblot, 2005 (Comparative studies in continental and Anglo-American legal history 24): p. 53-67 (Cordes), 69-114 (Donahue), 143-164 (Fortunati), 183-190 (Padoa Schioppa), 191-206 (Piergiovanni), 207-253 (Shephard), 255-290 (Wijffels).
Part. 2: R. KRAAKMAN ET AL., The Anatomy of Corporate Law, 3rd ed., Oxford University Press, 2017, Chapters 1, 2, 5; S. SHAVELL, Economic Analysis of Accident Law, Harvard University Press, 1987, Chapters 8, 9, 10 (mathematical appendixes may be skipped); T.H. JACKSON, The Logic and Limits of Bankruptcy Law, Harvard University Press, 1986, Introduction and Chapters 1, 6, 8.
Lectures and problem-based discussions; slides; reading of historical sources and documents; interaction by the e-learning website.
An e-learning website (elearning.unimib.it) is available for students attending classes.