【重磅】公司法学习法笔记(全英)-CORPORATE MARKETS LAW-哈佛大学法学院完整版

ADVANCED CORPORATE MARKETS LAW

Market Infrastructure Financial Directive = MIFID

Two main areas: the global financial system and the EU capital market law.

1.The global financial system – basic information

There is a problem with respect to globalisation while studying law. It is easy to talk about global market or global economy, but the world “law” is strictly connected to a single state into borders. Law system is the opposite of globalisation by its definition itself.

This is the starting point to understand why it is so difficult talking about globalisation and law together. Even in EU, where we do not have physical borders, if me, Italian citizen, buy

a car in France, that contract is governed by French law on the basis that I have signed the

contract in France. The same counts for a Frenchman that buys something in Italy.

Otherwise, take the concept of real property: our concept of property does not exist legally in the same way in UK. In England they have the concept that all immovable property belongs to the crown. Even if you buy something immovable, it has to return to the crown by a hundred of years.

In Italy you can divide property into shares. If you have full ownership of shares you can get eventual dividends. If you split and become “nudo proprietario”, you are not more entitled to the dividends. The one that takes the dividends is called “usufruttuario”. These are called “diritti reali di godimento”. But this idea is not spread abroad.

Otherwise take marriage: in Italy you cannot be bigamous.

Here you don’t have a principle called “stare decisis” if a judge in Italy makes a sentence, another judge is not bound to follow the sentence by judging another case. Following judges in Italy are not bound by precedent cases.

In UK and USA, instead, the second judge is bound to follow the decision of the first one.

All legal systems are different and valid in their state.

In Italy we have Vatican City and San Marino republic that are two different states into the state. How could we talk about globalisation in terms of law?

In globalisation the basic meaning should be “no borders”.

In Italy, before 1942 (Italian civil code enacted), when someone committed a crime, apart from throwing him in jail, there was an optio n called “confino”. Sending someone to confino meant a place, like a small village, and you were there and you couldn’t go outside.

Why cannot he be banned? Because the state has no powers outside, there should be international agreements.

International law is basically the block of relations between the states, but international law is not globalisation. International is when a state tries to enter into an agreement with another state to found rules that are enforceable for both states.

Imagine that nation and state mean the same thing. Inter + national = between + states.

International has nothing to do with globalisation: in globalisation we do not have states.

The image of globalisation is a globe without borders. International is a step away from globalisation, because international accepts the idea of borders and different nations.

A good image of globalisation is financial capital market .