The course will be held in English.
The target of the course is to prepare the students to be autonomous in:
-Understanding the mechanisms of laws and business that companies have to face when entering into cross-border markets;
-Drawing up commercial agreements in order to limit or prevent risks or losses for the company.
At the end of the course, students will, therefore, show to be autonomously able to:
---Be knowledgeable and understanding of the contracts’ and companies’ risks linked to the internationalization process;
---Manage such risks by advising the proper instruments;
---Prepare and explain their projects by showing the contents and reasons.
The concept of the risk management and the use of the contract in an international dimension is combined with the company’s will for internationalization. The course will focus on the concept of the risk arising from the business activity of the company and on the necessity of managing such risk in advance.
With this aim in mind, the following subjects will be analyzed:
1- External Factors affecting the contractual risk;
2- Contractual clauses that may influence the contractual risk – such as, clauses concerning defects, warranty, the law to adopt, set-off, adoption of general terms and conditions, confidentiality, termination, Incoterms, etc.;
3- Contracts allowing the managing of the risk according to the different phases of negotiation and according to fulfill the contract – such as Non-Disclosure Agreement, Guarantees, Patronage Letter;
4- Contracts formed through commercial relationships – such as, consignment stock, distributor contract;
5- Freedom of Establishment and its adoption
a. through Directives concerning companies law such as
i. the First Directive concerning Disclosure, the Validity of obligations, Nullity;
ii. Directives concerning Domestic Mergers, Divisions, and Cross-border Mergers;
iii. The Eleventh Directive concerning Branches;
iv. The Accounting Harmonization and the New Accounting Directive 2013/34/EU
b. through Judgments such as
i. Daily Mail, Centros, Ueberseering, Inspire Art;
iii. Akzo Nobel
iv. Kofoed, Polbud, Cadbury Schweppes;
6- European Company (SE);
7- Corporate Governance Systems
a. Latin Model;
b. One-Tire System;
c. Two-Tire System;
8- Directors Liability.
Throughout the course, the comprehension of the topics and the development of the student’s ability to work autonomously will be supported through class projects that will be assigned to students. The projects will be prepared by the students alone and discussed to the class. After final revision by the Professor, they will be asked as part of the final test to all students of the course.
The didactic material will be made available on the e-learning platform throughout the course itself.
The final test will be developed in two phases: the first one will be in writing structured in open questions, while the second one will be carried out an oral test.
The final grade will be the result of the mathematical average of the grades of both tests.
The projects prepared and discussed in class by the students are part of the program of the course and will be asked both in the written and oral exam.
By reference to the oral test: one question will concern the above-mentioned projects. The attending students are allowed to discuss their own project. The non-attending students can choose and discuss one project among the ones carried out during the present course.
In any case, the students are to be knowledgeable about every project developed during the course, given that the Professor will ask about the other projects too.