Management and corporate law

This course provides students with the fundamental principles and models required to understand the scope and relevance of Corporate Finance, which equips business managers with the knowledge and skills necessary to assess and maximize the economic value generated by competitive strategies and operational policies. Corporate Finance thus represents an intertemporal decision-making framework designed to measure corporate performance and prospective financial balance, to assess coherence with investors’ expectations, and to understand how these dynamics are reflected in the firm’s securities prices. The course addresses the main topics and challenges related to financial management, with particular emphasis on investment and financing decisions. Its purpose is to foster in students an awareness of the role and significance of finance for both the firm — as a tool for economic value creation — and the financial markets, which serve as channels for the dissemination of that value. The course is structured into three modules. The first module defines the connections between firm value, business risk, and financial management. After exploring the relationships among value, time, and risk, the course delves into the financial conception of the firm and the role of finance in value creation, introducing key concepts of financial management such as financial dynamics, financial needs, financial equilibrium, and cost of capital. The second module focuses on the firm’s financial equilibrium, which constitutes a necessary (though not sufficient) condition for value creation. The topic is explored by combining both static and dynamic analytical approaches, allowing students to understand the determination and interpretation of financial positions and the cash flow statement. The third module concentrates on value analysis, highlighting the importance of business planning and financial policies, as well as the types of risk relevant from a corporate finance perspective. It also recalls the role and functioning of capital markets, presenting the main theories that attempt to explain their dynamics and equilibrium conditions. The module concludes with the study of the logic and techniques of capital budgeting, which enable managers to make investment decisions consistent with the objective of value creation. The course (6 ECTS credits) is structured into three main parts: Part I – Introduction to Financial Theory Investment decisions require the analysis and evaluation of financial resources under uncertainty. Since capital allocation decisions are intertemporal and therefore risky, this part introduces a theoretical framework that: i) links the roles and expectations of consumers (as savers) and firms (as wealth creators); ii) identifies the rational foundations on which investors select capital allocation opportunities. The part also discusses the role and efficiency of regulated financial markets — ideally perfect, empirically observed, and legally supervised — and frames Corporate Finance within this theoretical context. Topics: - Fundamentals of Financial Theory - Uncertainty, Risk, and Value - Corporate Finance - The Financial Conception of the Firm Part II – Financial Analysis Corporate Finance, as a managerial discipline, is concerned with maintaining financial equilibrium as an essential counterpart to operational management. This part focuses on techniques for financial statement reclassification to calculate key indicators of static financial balance, and on the cash flow statement as a tool for monitoring dynamic financial equilibrium through the analysis of financial flows and returns, both historical and prospective. Topics: - Financial Equilibrium: Balance Sheet Reclassification and Financial Ratios - Financial Equilibrium: “Baricentri FInanziari” - Financial Dynamics: The Cash Flow Statement - Analysis of Financial Dynamics Part III – Value Analysis Value creation requires careful consideration of the financial dimension of business strategies and policies (commercial, organizational, production-related). Capital budgeting and financial planning guide the selection of corporate investments; the analysis of business risk supports the pursuit of stable financial results. This part examines investment and financing policies within the framework of the Value Rule, necessary for making efficient and consistent decisions on capital budgeting, capital structure, and dividend policy. Topics: - Financial Expectations and Planning - Financing Policies - Risk Pricing Models - Firm Value and Capital Budgeting

A sound knowledge of the following disciplines is recommended for a full understanding of the models and techniques presented during the course: - Business Administration - Financial Mathematics - Statistics

G. Palomba and A. Gennaro (2022), Finanza Aziendale. Analisi, Valutazioni e Decisioni Finanziarie, 2nd ed., McGraw-Hill, Milan (Chapters 1, 3, 4, 5, 6, 7, 8, 10, 13, 14, 16).

The course includes lectures in accordance with the in-person teaching methodology of the degree program. Attendance is not mandatory but is strongly recommended.

To successfully complete the course, students are required to: - Regularly attend classes and actively participate in classroom discussions and activities. - Independently repeat the exercises completed periodically throughout the course to apply theories, models, and techniques. - Participate in self-assessment sessions conducted throughout the course to monitor their progress. - Pass the final exam, which includes a written test (3 exercises) and an oral test (3 open-ended questions).

Lectures combine theoretical explanations with practical applications aimed at developing students’ operational skills. Following the instructions provided during class, students are expected to complete their preparation by studying and deepening the textbook sections corresponding to each topic.