TEXTBOOKS (one of the four alternatives):
- G. PRESTI - M. RESCIGNO, Corso di diritto commerciale, Bologna, Zanichelli, 2017, 8th Edition; Volume I: only Lessons from I to IV ("Il diritto commerciale", "L'imprenditore", "Categorie di imprenditori e normative applicabili", e "L'azienda, i segni distintivi e la proprietà intellettuale"); Volume II: the entire book, with the exception of Lessons XXXIII ("Le società per azioni quotate in mercati regolamentati") and XXXVI ("Trasformazione, fusione e scissione. Profili di diritto internazionale") and with the exception of paragraph 3.4.3. of Lesson XXXV ("Il bilancio consolidato") (approx. 400 pages in total). The same textbook is available also in a single volume (also published in 2017), which has exactly the same content.
or
- G.F. CAMPOBASSO, Diritto commerciale, Volume 1, Diritto dell’impresa, 7a ed., UTET, Torino, 2013: the entire book, with the exception of paragraphs 8 to 11 of Chapter 4 (“La rappresentanza commerciale”), Chapter 7 (“Opere dell’ingegno. Invenzioni industriali”), and Chapter 8 (“La disciplina della concorrenza”); Volume 2, Diritto delle società, 9a ed., UTET, Torino, 2015: the entire book with the exception of Chapter 6 (“Le partecipazioni rilevanti”), paragraph 6 of Chapter 7 (“Le lettere di patronage”); paragraph 12 of Chapter 13 (“Il bilancio consolidato di gruppo”); paragraphs from 6 to 18 included of Chapter 19 (from Le società cooperative “La costituzione della società” to Le mutue assicuratrici “Caratteri distintivi. Disciplina” included), Chapter 20 (“Trasformazione. Fusione e scissione”) and Chapter 21 (“Le società europee”) (approx. 775 pages in total);
or
- F. FERRARA – F. CORSI, Gli imprenditori e le società, 15a ed., Giuffré, Milano, 2011; pages from 17 to 85; from 121 to 711 (with the exception of paragraphs 5.13, 5.14, 5.15, 5.16 and 6.23); from 773 to 802 (with the exception of paragraphs 26.9, 26.12 and 26.14); page 861 to 965; from 1021 to 1027 (approx. 790 pages in total);
or
- N. ABRIANI E AL., Diritto delle imprese, Manuale breve, 2a ed., Giuffré, Milano, 2012; pages from 1 to 152 and from 235 to 328; and N. ABRIANI E AL., Diritto delle società, Manuale breve, 5a ed., Giuffré, Milano, 2012; pages from 1 to 424 and from 465 to 477 (approx. 680 pages in total) (At the beginning of 2018, a new version of N. ABRIANI E AL., Diritto commerciale, Giuffrè, Milano, will be available. Of that book, read only Sections I, II and III (with the exception of Sections IV e V).
There is no preference for any of the above listed textbooks; students can choose freely.
The slides of part of the lectures will be uploaded on the online page of the Course (Moodle platform). Those slides are necessarily concise and cannot replace the textbook, but can be used as an outline for the study of the textbook.
Information on Module B (second part of the Commercial Law course), which is structured as a seminar, will be available on the specific online page.
- G. PRESTI - M. RESCIGNO, Corso di diritto commerciale, Bologna, Zanichelli, 2017, 8th Edition; Volume I: only Lessons from I to IV ("Il diritto commerciale", "L'imprenditore", "Categorie di imprenditori e normative applicabili", e "L'azienda, i segni distintivi e la proprietà intellettuale"); Volume II: the entire book, with the exception of Lessons XXXIII ("Le società per azioni quotate in mercati regolamentati") and XXXVI ("Trasformazione, fusione e scissione. Profili di diritto internazionale") and with the exception of paragraph 3.4.3. of Lesson XXXV ("Il bilancio consolidato") (approx. 400 pages in total). The same textbook is available also in a single volume (also published in 2017), which has exactly the same content.
or
- G.F. CAMPOBASSO, Diritto commerciale, Volume 1, Diritto dell’impresa, 7a ed., UTET, Torino, 2013: the entire book, with the exception of paragraphs 8 to 11 of Chapter 4 (“La rappresentanza commerciale”), Chapter 7 (“Opere dell’ingegno. Invenzioni industriali”), and Chapter 8 (“La disciplina della concorrenza”); Volume 2, Diritto delle società, 9a ed., UTET, Torino, 2015: the entire book with the exception of Chapter 6 (“Le partecipazioni rilevanti”), paragraph 6 of Chapter 7 (“Le lettere di patronage”); paragraph 12 of Chapter 13 (“Il bilancio consolidato di gruppo”); paragraphs from 6 to 18 included of Chapter 19 (from Le società cooperative “La costituzione della società” to Le mutue assicuratrici “Caratteri distintivi. Disciplina” included), Chapter 20 (“Trasformazione. Fusione e scissione”) and Chapter 21 (“Le società europee”) (approx. 775 pages in total);
or
- F. FERRARA – F. CORSI, Gli imprenditori e le società, 15a ed., Giuffré, Milano, 2011; pages from 17 to 85; from 121 to 711 (with the exception of paragraphs 5.13, 5.14, 5.15, 5.16 and 6.23); from 773 to 802 (with the exception of paragraphs 26.9, 26.12 and 26.14); page 861 to 965; from 1021 to 1027 (approx. 790 pages in total);
or
- N. ABRIANI E AL., Diritto delle imprese, Manuale breve, 2a ed., Giuffré, Milano, 2012; pages from 1 to 152 and from 235 to 328; and N. ABRIANI E AL., Diritto delle società, Manuale breve, 5a ed., Giuffré, Milano, 2012; pages from 1 to 424 and from 465 to 477 (approx. 680 pages in total) (in Spring 2019, a new version of N. ABRIANI E AL., Diritto commerciale, Giuffrè, Milano, will be available. Of that book, read only Sections I, II and III (with the exception of Sections IV e V).
There is no preference for any of the above listed textbooks; students can choose freely. For the Ferrara-Corsi and Abriani et al. textbooks it is recommended to verify the modifications of the Civil Code intervened after the textbook publication, by using an 2018 Civil Code edition (the main modification concern minimum capital in the s.p.a. and s.r.l. and voting rights in the s.p.a.)
The slides of part of the lectures will be uploaded on the online page of the Course (Moodle platform). Those slides are necessarily concise and cannot replace the textbook, but can be used as an outline for the study of the textbook.
Information on Module B (second part of the Commercial Law course), which is structured as a seminar, will be available on the specific online page.
Learning Objectives - Last names A-G
Knowledge
Principles and regulations concerning business organization law. Assets partition and legal personality in corporate law. Partnerships and companies. Cooperatives (principles). The knowledge of Module A will be completed through Module B, which is structured as seminars on specific profiles of business law (see section “Course program”).
Skills
i) Capacity to deal with major theoretical and practical issues arising from commercial law.
ii) Capacity to find and discuss regulations, cases, and bibliography in order to properly set and solve legal problems.
Ability
Critical understanding of the role of business law, with particular reference to wealth creation, financing, innovation. Ability in discussing legal issues according to the principles of commercial law.
Learning Objectives - Last names H-Z
Knowledge
Principles and regulations concerning business organization law. Assets partition and legal personality in corporate law. Partnerships and companies. Cooperatives (principles). The knowledge of Module A will be completed through Module B, which is structured as seminars on specific profiles of business law (see section “Course program”).
Skills
i) Capacity to deal with major theoretical and practical issues arising from commercial law.
ii) Capacity to find and discuss regulations, cases, and bibliography in order to properly set and solve legal problems.
Ability
Critical understanding of the role of business law, with particular reference to wealth creation, financing, innovation. Ability in discussing legal issues according to the principles of commercial law.
Prerequisites - Last names A-G
In order to take the exam students shall have passed the following exams: General Constitutional Law, Private Law I.
Prerequisites - Last names H-Z
In order to take the final exam (Module A and Module B) students shall have passed the following exams: General Constitutional Law, Private Law I.
On the contrary, it is possible to take the intermediate exam on Module A before than having passed General Constitutional Law and Private Law I.
Teaching Methods - Last names A-G
Module A: Lectures and exercises (72 hours). Relevant materials will be available through the Moodle Platform.
Module B: Seminars: 48 hours (2 seminars, 24 hours each: see section “Course program” and the specific online page)
Teaching Methods - Last names H-Z
Module A: Lectures and exercises (72 hours). Relevant materials will be available through the Moodle Platform.
Module B: Seminars: 48 hours (2 seminars, 24 hours each: see section “Course program” and the specific online page)
Further information - Last names A-G
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 lectures in the second semester.
The Module A is identical for the three professors that teach it (Prof. Abriani for student surname letters A-G, Prof. Stanghellini for student surname letters H-Z).
The Module B is composed by four seminars (24 hours each). Two of them take place during the first part of the second semester, other two in the second part of the second semester.
To complete the Module B, students have to choose two seminars out of four. The exam of these two seminars will take place:
- through a written examination at the end of each single seminar (only for students who have attended that seminar);
- 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).
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.
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 H-Z
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 lectures in the second semester.
The Module A is identical for the three professors that teach it (Prof. Abriani for student surname letters A-G, Prof. Stanghellini for student surname letters H-Z).
The Module B is composed by four seminars (24 hours each). Two of them take place during the first part of the second semester, other two in the second part of the second semester.
To complete the Module B, students have to choose two seminars out of four. The exam of these two seminars will take place:
- through a written examination at the end of each single seminar (only for students who have attended that seminar);
- 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).
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.
MOODLE PLATFORM: In order to attend the course, students shall subscribe to the MOODLE Platform by the first week of lessons.
Type of Assessment - Last names A-G
FINAL EXAM: The Commercial Law exam of 15 credits (Modules A + B) shall be taken in oral form in one single day. The exam will be done:
- 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 of Module B, the exam can be done: through a written examination at the end of each seminar (only for students who have attended the course); through an oral examination, on the entire program of 15 cfu (Module A + the remaining seminar for Module B) at 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).
INTERMEDIATE EXAM ON THE SUBJECTS OF MODULE A: all students may take an intermediate exam on the subjects of the Module A. Such intermediate exam will take place only in the winter session of exams (December 2017 to February 2018).
The intermediate exam will be:
- a written examination, at the first exam in December and the second exam in January;
- an oral examination, at the first exam in January and the two exams in February.
During the winter session, the intermediate exam can be tried more than once. The professors, however, may discourage students, by reason of poor performance, from trying to take the intermediate exam at the date immediately following.
The oral examination consists of two or three broad questions (advise against role learning), besides possible more specific questions, whenever this is required to better evaluate the candidate. Questions could focus on the entire programme of Module A, and one question at least deals with company law.
The written examination consists of multiple choice questions and/or essay questions, and it can deal with the entire programme of Modulo A. One or more essay questions could consist in solving or analysing a case study.
If the intermediate exam is not passed in the winter session, the exam for Module A can be taken only together with Module B, starting from the summer session (June 2018).
OTHER INFORMATION ON THE EXAM: Professors Abriani, D'Angelo and Stanghellini will hold the examination in the same dates, to allow students to take the exam (Module A and Module B) in one day.
During the winter session of exams only, students will have the possibility to take an intermediate examination on the subjects of Module A (see preceding point).
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 to read. The candidate will be evaluated not only for his/her knowledge of the topic, but also for his/her reasoning skills.
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 H-Z
FINAL EXAM: The Commercial Law exam of 15 credits (Modules A + B) shall be taken in oral form in one single day. The exam will be done:
- 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 of Module B, the exam can be done: through a written examination at the end of each seminar (only for students who have attended the course); through an oral examination, on the entire program of 15 cfu (Module A + the remaining seminar for Module B) at 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).
INTERMEDIATE EXAM ON THE SUBJECTS OF MODULE A: all students may take an intermediate exam on the subjects of the Module A. Such intermediate exam will take place only in the winter session of exams (December 2018 to February 2019).
The intermediate exam will be:
- a written examination, at the first exam in December and the second exam in January;
- an oral examination, at the first exam in January and the two exams in February.
During the winter session, the intermediate exam can be tried more than once. The professors, however, may discourage students, by reason of poor performance, from trying to take the intermediate exam at the date immediately following.
The oral examination consists of two or three broad questions (advise against role learning), besides possible more specific questions, whenever this is required to better evaluate the candidate. Questions could focus on the entire programme of Module A, and one question at least deals with company law.
The written examination consists of multiple choice questions and/or essay questions, and it can deal with the entire programme of Modulo A. One or more essay questions could consist in solving or analysing a case study.
If the intermediate exam is not passed in the winter session, the exam for Module A can be taken only together with Module B, starting from the summer session (June 2019).
OTHER INFORMATION ON THE EXAM: Professors Abriani, D'Angelo and Stanghellini will hold the examination in the same dates, to allow students to take the exam (Module A and Module B) in one day.
During the winter session of exams only, students will have the possibility to take an intermediate examination on the subjects of Module A (see preceding point).
The intermediate exam on Module A can be taken even before than having passed General Constitutional Law and Private Law I.
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 to read. The candidate will be evaluated not only for his/her knowledge of the topic, but also for his/her reasoning skills.
It is also necessary to show ability to master the general rules of Private law on which Commercial law is based.
Course program - Last names A-G
SUBJECTS OF MODULE A:
Introduction. Historical evolution and current trends of commercial law. Private law of enterprises and companies.
Entrepreneur. Italian regulations regarding the firm in general. Types of entrepreneurs. The business and its transfer. Intellectual property (introduction).
Partnerships and companies in general. The definition of "company". Asset partition and legal personality.
Partnerships: simple partnership, commercial partnership, and limited partnership.
Companies: stock company and limited liability company. Cooperatives (introduction). The group of companies.
For a complete overview of the entire course, here are the subjects of the four seminars that compose the MODULE B:
1. Managerial accountability and protection of minorities in company law (Prof. Abriani together with Prof. Tombari)
2. Legal principles of corporate finance (Prof. Stanghellini)
3. Financial structure and extraordinary transactions (Prof. Abriani)
4. Insurance, banking and financial market contracts (Prof. Stanghellini, together with Prof. Francesco D’Angelo and Prof. Sara Landini)
The Syllabus of the seminars will be published on the relative online page.
Course program - Last names H-Z
SUBJECTS OF MODULE A:
Introduction. Historical evolution and current trends of commercial law. Private law of enterprises and companies.
Entrepreneur. Italian regulations regarding the firm in general. Types of entrepreneurs. The business and its transfer. Intellectual property (introduction).
Partnerships and companies in general. The definition of "company". Asset partition and legal personality.
Partnerships: simple partnership, commercial partnership, and limited partnership.
Companies: stock company and limited liability company. Cooperatives (introduction). The group of companies.
For a complete overview of the entire course, here are the subjects of the four seminars that compose the MODULE B:
1. Managerial accountability and protection of minorities in company law (Prof. Abriani together with Prof. Tombari)
2. Legal principles of corporate finance (Prof. Stanghellini)
3. Financial structure and extraordinary transactions (Prof. Abriani)
4. Insurance, banking and financial market contracts (Prof. Stanghellini, together with Prof. Francesco D’Angelo and Prof. Sara Landini)
The Syllabus of the seminars will be published on the relative online page.