Commercial law.
Seminar 5 on “Managerial accountability and protection of minorities in company law”
Seminar 6 on “Financial structure and extraordinary transactions”
Course Content - Last names E-N
Commercial law. Seminar number 2 on “Legal principles of corporate finance” and number 5 on “Insurance, banking and financial market contracts” (together with Professors D'Angelo and Landini).
SEMINAR 5:
- A. Valzer, sub art. 2497, in Le società per azioni, Commentario diretto da Abbadessa e Portale, Milano, 2016, 3011-3033;
- Barachini, sub art, 2381, in Le società per azioni, Commentario diretto da Abbadessa e Portale, Milano, 2016,1195-1209;
- R. Sacchi, La tutela delle minoranze tra tutela indennitaria e rimedi demolitori, in Rivista del diritto commerciale e del diritto generale delle obbligazioni, 2016, I, 231-257;
- U. Tombari La responsabilità dei soci, in S.r.l. – Commentario dedicato a Portale, a cura di Dolmetta e Presti, Milano, 2011, 717-726;
- U. Tombari – A. Luciano, La responsabilità degli amministratori non esecutivi di S.p.a. nella giurisprudenza più recente, in ilsocietario.it.
CASI
- Cass., 22 giugno 2017, n. 15470, visionabile su ilcaso.it;
- Cass., 31 agosto 2016, n. 17441, visionabile su neldiritto.it;
- Cass., 9 novembre 2015, n. 22848, visionabile su dirittobancario.it;
- Cass., 5 febbraio 2013, n. 2737, visionabile su dirittobancario.it;
- Trib. Roma, 13 giugno 2016, visionabile su giurisprudenzadelleimprese.it;
- Abuso di eterodirezione e regimi di responsabilità. La recente giurisprudenza del Tribunale di Milano, in Rivista di diritto societario, 2016, 3-18.
Lab 1. Business, IP
(Prof.ssa Lucarelli):
V. Mangini, A.M. Toni, Manuale breve di diritto industriale, Cedam, 2015, up to p. 127
Lab 2. Cpmmercial agreements
(Prof.ssa Lucarelli):
P. LUCARELLI, L. RISTORI, I contratti commerciali di durata, Utet Giuridica, 2016.
Learning Objectives - Last names A-D
KNOWLEDGE
Principles and regulations concerning the financial structure and the extraordinary transactions in company law, with particular regard to the use of financial instruments during extraordinary transactions. Following a theoretical introduction, statutory clauses regarding shares and financial instruments and resolutions connected to extraordinary transactions will be examined.
ABILITIES
Ability in managing the main theoretical and practical issues on the financial structure and extraordinary transactions in company law.
SKILLS
i) Capacity to find and discuss regulations, cases, and bibliography in order to properly set and solve legal problems;
ii) Awareness on the role of the law within businesses management. Capacity to understand and comment both national and European/international company law.
Learning Objectives - Last names E-N
KNOWLEDGE
Seminar n. 2: Principles and regulations concerning corporate finance. Capital structure: differences between equity and debt finance. Powers of corporate bodies in finance decisions. Correlations between risk and power. Representation of the financial items within the corporate balance sheet.
Seminar n. 5: Contracts of insurance, banking and financial markets: characteristic, actors and peculiarities of the discipline.
ABILITIES
Seminar n. 2: Ability in managing the main theoretical and practical issues on corporate finance, and its implications within the corporate governance.
Seminar n. 5: Abilities in facing the main legal issues related to: (a) the relationship between clients and businesses operating in insurance, banking, financial and markets; (b) content and interpretation of banking, financial and insurance contracts.
SKILLS COMMON TO BOTH SEMINARS
i) Capacity to find and discuss regulations, cases, and bibliography in order to properly set and solve legal problems.
ii) Awareness on the role of the law within businesses management. Capacity to understand and comment both national and European/international commercial law.
Learning Objectives - Last names O-Z
Knowledge
Concepts and rules regarding business, competition and IP; Commercial contracts.
In-depth knowledge of some specific topics of business.
Capacity
A) Ability to address the main theoretical and practical issues that emerge in the field of business.
B) Research capacity of normative, bibliographic and jurisprudential material and their use for the purposes of the correct setting and solution of legal problems.
Expertise
Awareness of the role of law in entrepreneurial experience. Sensitivity to legal argument based on the interpretation of commercial law, including European and international law.
Prerequisites - Last names A-D
In order to take the exam, students shall have passed the following exams: General Constitutional Law, and Private Law I. It is not necessary to have already passed the exam on “Module A”; however, the program of the latter needs to be adequately studied, since the seminar supposes a good knowledge of the basics of commercial and company laws.
Prerequisites - Last names E-N
In order to take the exam, students shall have passed the following exams: General Constitutional Law, and Private Law I. It is not necessary to have already passed the exam on “Module A”; however, the program of the latter needs to be adequately studied, since the seminar supposes a good knowledge of the basics of commercial and company laws.
Prerequisites - Last names O-Z
To take the exam you must have passed:
Diritto costituzionale generale, Diritto privato I
Teaching Methods - Last names A-D
Seminar: lectures and exercises (24 hours). The judgments and the papers subject to in-depht analysis will be available for the attending students.
Teaching Methods - Last names E-N
Seminar: lectures and exercises (24 hours each seminar).
Teaching Methods - Last names O-Z
Module B: Lectures and theoretical / practical workshops 48 hours
Further information - Last names A-D
The Commercial law course for the Laurea Magistrale has 15 credits in total, and it is composed of two modules, A and B. The Module A has 72 hours of lectures in the first semester; the Module B has 48 hours of seminars in the second semester.
The Module A is identical for the three professors that teach it (Prof. Abriani for student surname letters A-D, Prof. Stanghellini for student surname letters E-N, Prof.ssa Lucarelli for student surname letters O-Z).
The Module B is composed by six seminars (24 hours each). Three of them take place during the first part of the second semester, other three in the second part of the second semester. To complete the Module B, students have to choose two seminars out of six.
The subjects of the six seminars that compose the MODULE B are:
1. Competition and intellectual property law (Prof. Lucarelli)
2. Commercial contracts (Prof. Lucarelli)
3. Legal principles of corporate finance (Prof. Stanghellini)
4. Insurance, banking and financial market contracts (Prof. Stanghellini, Prof. D’Angelo and Prof. Landini)
5. Managerial accountability and protection of minorities in company law (Prof. Tombari and Prof. Abriani)
6. Financial structure and extraordinary transactions (Prof. Abriani and Prof. Tombari)
The Syllabus of the seminars will be published shortly on the Moodle platform for the Module B.
While students are obliged to attend the lectures and to take the exam on Module A according to the first letter of their surname, they can freely choose to attend the seminars of Module B that they prefer.
Please refer to the section “Type of assessment” for information on how the exam will take place.
Further information - Last names E-N
The Commercial law course for the Laurea Magistrale has 15 credits in total, and it is composed of two modules, A and B. The Module A has 72 hours of lectures in the first semester; the Module B has 48 hours of seminars in the second semester.
The Module A is identical for the three professors that teach it (Prof. Abriani for student surname letters A-D, Prof. Stanghellini for student surname letters E-N, Prof. Lucarelli for student surname letters O-Z).
The Module B is composed by six seminars (24 hours each). Three of them take place during the first part of the second semester, other three in the second part of the second semester. To complete the Module B, students have to choose two seminars out of six, even if during the same part of the semester.
The subjects of the six seminars that compose the MODULE B are:
First part of the semester:
1. Managerial accountability and protection of minorities in company law (Prof. Abriani together with Prof. Tombari; Monday and Tuesday 16-18)
2. Legal principles of corporate finance (Prof. Stanghellini; Wednesday and Thursday 16-18)
3. Business and intellectual property law (Prof. Lucarelli; Thursday and Friday 10-12)
Second part of the semester:
4. Financial structure and extraordinary transactions (Prof. Abriani; Monday and Tuesday 16-18)
5. Insurance, banking and financial market contracts (Prof. Stanghellini, together with Prof. Francesco D’Angelo and Prof. Sara Landini; Wednesday and Thursday 16-18)
6. Commercial contracts (Prof. Lucarelli; Thursday and Friday 10-12)
The Syllabus of the seminars will be published shortly on the Moodle platform for the Module B.
Please refer to the section “Type of assessment” for information on how the exam will take place.
While students are obliged to attend the lectures and to take the exam on Module A according to the first letter of their surname, they can freely choose to attend the seminars of Module B that they prefer.
MOODLE PLATFORM: In order to attend the course, students shall subscribe to the MOODLE Platform by the first week of lessons.
Further information - Last names O-Z
In the second part (Module B) six distinct theoretical-practical workshops of 24 hours are offered, among which the students must choose two of them, on which they will take the exam (written for attending students, at the end of the single module or in oral form, along with the rest of the program, at the ordinary appeals: see the section "Assessment methods for learning").
It is specified that the students, while bound by the surname letter for module A of the first semester (Prof. Abriani for the letters AD, Prof. Stanghellini for the letters EN, Prof. Lucarelli for the letters OZ), can choose the two second-semester laboratories (module B), regardless of the letter of their surname, completely free.
Type of Assessment - Last names A-D
The Commercial Law exam of 15 credits (Modules A + B) lasts an entire accademic year. The exam shall be taken:
- on Module A, with the professor assigned according to the surname (unless an application to change professor has been accepted according to the rules of the School, which will be applied strictly);
- on Module B, with the professors that teach the two chosen seminars.
For the present seminar (Seminar n. 5, on “Managerial accountability and protection of minorities in company law”) the exam will take place:
a) through a written examination at the end of the seminar (only for students who have attended that seminar);
b) through an oral examination, together with the rest of the program (Module A and, if not already taken, the second seminar) during the ordinary exam dates (for all the students, even for the ones who have tried and failed/not accepted the grade of the written examination).
EXAMINATION: Professors Abriani, D'Angelo, Lucarelli, Stanghellini and Tombari will hold the examination in the same dates, to allow students to take the exam (Module A and Module B) in one day.
If the exam for Module A is not passed in the winter session, it can be taken in the summer examination session (June 2018), together with the seminars of the Module B that have not been already passed (see immediately above).
ABILITY IN FINDING THE LEGAL SOURCES: during the examination (intermediate or final) candidates will have to show ability to find and discuss the relevant rules for the matter (primarily, the Civil Code), which they will be allowed (or requested) to read.
It is also necessary to show ability to master the general rules of Private law on which Commercial law is based.
Type of Assessment - Last names E-N
The Commercial Law exam of 15 credits (Modules A + B) lasts an entire accademic year. The exam shall be taken:
- on Module A, with the professor assigned according to the surname (unless an application to change professor has been accepted according to the rules of the School, which will be applied strictly);
- on Module B, with the professors that teach the two chosen seminars.
For each of the seminars (Seminar n. 2, on “Legal principles of corporate finance” and Seminar n. 5, on “Insurance, banking and financial market contracts”) the exam will take place:
a) through a written examination at the end of the seminar (only for students who have attended that seminar);
b) through an oral examination, together with the rest of the program (Module A and, if not already taken, the second seminar) during the ordinary exam dates (for all the students, even for the ones who have tried and failed/not accepted the grade of the written examination).
EXAMINATION: Professors Abriani, D'Angelo, Landini, Lucarelli, Stanghellini and Tombari will hold the examination in the same dates, to allow students to take the exam (Module A and Module B) in one day (for the possibility to take an intermediate exam for Module A during the first semester, see the webpage on Module A).
If the exam for Module A is not passed in the winter session, it can be taken in the summer examination session (June 2018), together with the seminars of the Module B that have not been already passed (see immediately above).
EVALUATION CRITERIA: The candidate will be evaluated not only for his/her knowledge of the topic, but also for his/her reasoning skills.
During the examination (intermediate or final) candidates will have to show ability to find and discuss the relevant rules for the matter (primarily, the Civil Code), which they will be allowed (or requested) to read.
It is also necessary to show ability to master the general rules of Private law on which Commercial law is based.
Type of Assessment - Last names O-Z
MODULE B (intermediate tests and final exam): at the end of the single laboratories the attending students can take a written exam substituting the final exam for that specific module. The written exam will include multiple choice questions and open questions. Non-attending students will instead take the oral exam at the scheduled appeals.
MODES OF EXAM: the mastery of the normative text of reference (civil code and special laws relevant to the subject) is considered relevant element for the evaluation of its preparation. It is also essential to demonstrate mastery of the conceptual categories of private law presupposed by commercial law. The student must demonstrate knowledge of the institutes of commercial law and have the ability to reason on theoretical problems, applying them also to practical examples (particularly with reference to the issues addressed in the laboratories referred to in Module B).
Course program - Last names A-D
At the choice of the student, attending or not, two of the following theoretical-practical laboratories:
1. Competition and intellectual property law (Prof. Lucarelli)
2. Commercial contracts (Prof.ssa Lucarelli)
3. Insurance, banking and financial market contracts (Prof. Stanghellini, Prof. D'Angelo and Prof. Landini)
4. Legal principles of company finance (Prof. Stanghellini)
5. Managerial accountability and protection of minorities in company law (Prof. Tombari and Prof. Abriani)
6. Financial structure and extraordinary transactions (Prof. Abriani and Prof. Tombari)
The Syllabus of the seminars will be published shortly on the relative online page.
Course program - Last names E-N
To be completed. More detailed information on the context of the course will be published soon on this webpage and on the course Moodle platform.
Course program - Last names O-Z
At the choice of the student, attending or not, two of the following theoretical-practical laboratories:
1. Business and industrial property (Prof. Lucarelli)
2. Commercial contracts (Prof.ssa Lucarelli)
3. Contracts on the insurance, banking and financial markets (Stanghellini, Prof. D'Angelo and Prof.ssa Landini)
4. Legal principles of corporate finance (Prof. Stanghellini)
5. Management responsibility and protection of minorities in company law (Prof. Tombari / Abriani)
6. Financial structure and extraordinary operations (Prof. Abriani / Tombari).