Corporate strategy and governance

Basic concepts: company, business, economic activity. Business combinations: classification, economic and accounting aspects. Company Contribution: main characteristics, reference legislation, accounting settings, fiscal aspects. Company Merger: main characteristics, reference legislation, accounting settings, fiscal aspects. Company Transformation: main characteristics, reference legislation, accounting settings, fiscal aspects. Company Liquidation: main characteristics, reference legislation, accounting settings, fiscal aspects. Other extraordinary management operations: Leverage Buy-Out, Management Buy-Out, Management Buy-In, Private Equity, Venture Capital. Value analysis (overview): value theory and the purpose of company valuations, the Integrated Valuation Judgment.

Students must have acquired the economic-business knowledge taught in the Business Administration course. Knowledge of the topics covered in the Accounting and Financial Statements course will also be necessary. In addition, notions concerning the company valuation methods and techniques will be useful for a full understanding of the course.

M. Confalonieri, Trasformazione, fusione, conferimento, scissione e liquidazione delle società, 39° edition, Il Sole 24 Ore, Milano: - Company Trasformation: capp. 1, 2 (excluded §§ 2.27-2.29), 3, 4 (only §§ 4.1, 4.2); - Company Merger: capp. 1, 2 (excluded §§ 2.35-2.41), 3 (excluded §§ 3.21-3.24), 4 (only §§ 4.1-4.4); - Company Contribution: cap. 1, 2 (excluded §§ 2.12, 2.13), 3, 4 (only §§ 4.1-4.6); - Company Liquidation: capp. 1, 2 (excluded §§ 2.13, 2.14), 3, 4 (only §§ 4.1-4.7). Teaching materials.

Regular attendance at lectures and tutorials, together with gradual study (by carrying out the exercises indicated in class), facilitates learning and passing the exam. Students are strongly advised to take this fact into account when planning their study activities.

A written exam: exercises and open-ended theory questions. Interim tests are not foreseen. The assessment criteria on which marks are based are: knowledge of course content; ability to apply and critically elaborate what has been learned; ability to link the theoretical contents presented to practical applications; and ability to formulate and communicate independent judgments. In assessing the individual tests and attributing the mark, reference will be made to a learning assessment scale. To pass, students must demonstrate sufficient, but general, knowledge of course contents, a simple presentation style, and confidence in applying the theoretical concepts together with the company valuation techniques and financial instruments. To achieve the top mark (and a distinction), students must demonstrate very extensive, complete and in-depth knowledge of course contents, a consolidated ability to apply contents, excellent skill at applying company valuation techniques and financial instruments, and an ability to make interdisciplinary connections using masterful presentation skills. The examination commission, at its discretion, may request a supplementary oral exam on the whole course syllabus if there are doubts regarding the contents of the written exam that may compromise the assessment. This possibility is communicated to students in conjunction with the presentation of the written exam results. Any student who refuses to take the oral exam relinquishes the mark they obtained in the written exam. The supplementary oral exam will take place without delay on the date set by the Commission.

Frontal lectures that include theoretical presentations and tutorials aimed at demonstrating practical applications.

Basic concepts: company, business, economic activity. Business combinations: classification, economic and accounting aspects. Company Contribution: main characteristics, reference legislation, accounting settings, fiscal aspects. Company Merger: main characteristics, reference legislation, accounting settings, fiscal aspects. Company Transformation: main characteristics, reference legislation, accounting settings, fiscal aspects. Company Liquidation: main characteristics, reference legislation, accounting settings, fiscal aspects. Other extraordinary management operations: Leverage Buy-Out, Management Buy-Out, Management Buy-In, Private Equity, Venture Capital. Value analysis (overview): value theory and the purpose of company valuations, the Integrated Valuation Judgment.

Students must have acquired the economic-business knowledge taught in the Business Administration course. Knowledge of the topics covered in the Accounting and Financial Statements course will also be necessary. In addition, notions concerning the company valuation methods and techniques will be useful for a full understanding of the course.

M. Confalonieri, Trasformazione, fusione, conferimento, scissione e liquidazione delle società, 39° edition, Il Sole 24 Ore, Milano: - Company Trasformation: capp. 1, 2 (excluded §§ 2.27-2.29), 3, 4 (only §§ 4.1, 4.2); - Company Merger: capp. 1, 2 (excluded §§ 2.35-2.41), 3 (excluded §§ 3.21-3.24), 4 (only §§ 4.1-4.4); - Company Contribution: cap. 1, 2 (excluded §§ 2.12, 2.13), 3, 4 (only §§ 4.1-4.6); - Company Liquidation: capp. 1, 2 (excluded §§ 2.13, 2.14), 3, 4 (only §§ 4.1-4.7). Teaching materials.

Regular attendance at lectures and tutorials, together with gradual study (by carrying out the exercises indicated in class), facilitates learning and passing the exam. Students are strongly advised to take this fact into account when planning their study activities.

A written exam: exercises and open-ended theory questions. Interim tests are not foreseen. The assessment criteria on which marks are based are: knowledge of course content; ability to apply and critically elaborate what has been learned; ability to link the theoretical contents presented to practical applications; and ability to formulate and communicate independent judgments. In assessing the individual tests and attributing the mark, reference will be made to a learning assessment scale. To pass, students must demonstrate sufficient, but general, knowledge of course contents, a simple presentation style, and confidence in applying the theoretical concepts together with the company valuation techniques and financial instruments. To achieve the top mark (and a distinction), students must demonstrate very extensive, complete and in-depth knowledge of course contents, a consolidated ability to apply contents, excellent skill at applying company valuation techniques and financial instruments, and an ability to make interdisciplinary connections using masterful presentation skills. The examination commission, at its discretion, may request a supplementary oral exam on the whole course syllabus if there are doubts regarding the contents of the written exam that may compromise the assessment. This possibility is communicated to students in conjunction with the presentation of the written exam results. Any student who refuses to take the oral exam relinquishes the mark they obtained in the written exam. The supplementary oral exam will take place without delay on the date set by the Commission.

Frontal lectures that include theoretical presentations and tutorials aimed at demonstrating practical applications.