0055401 - COMMERCIAL LAW B

Italian

Italian

Commercial law.
1. Managerial accountability and protection of minorities in company law (Prof. Abriani together with Prof. Tombari)
3. Financial structure and extraordinary transactions (Prof. Abriani)

Commercial Law. Seminar n. 2 “Principles and regulations concerning corporate finance”.
Seminar n. 4, “Principles of business restructuring”.

MATERIALS

SEMINAR 1:
- N. Abriani, Le azioni di responsabilità nei confronti degli organi della società fallita, in Riv. dir. impr., 2008, 371-392;
- F. Barachini, sub art. 2381, in Le società per azioni, Commentario diretto da Abbadessa e Portale, Milano, 2016,1195-1212;
- 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.M. Luciano, La responsabilità degli amministratori non esecutivi di S.p.a. nella giurisprudenza più recente, in ilsocietario.it, 5 settembre 2017;
- A. Valzer, sub art. 2497, in Le società per azioni, Commentario diretto da Abbadessa e Portale, Milano, 2016, 3011-3033.

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 3:
1) N. Abriani, Azioni a voto plurimo e maggiorazione del diritto di voto degli azionisti fedeli: nuovi scenari e inediti problemi interpretativi, in giustiziacivile.com, 29/09/2014;
2) U. Tombari, Azioni a voto plurimo, in Rivista di Diritto Commerciale, 2016, I, 583 ss.
3) L. Stanghellini, Commento agli artt. 2446 e 2447, in Le Società per azioni, diretto da Abbadessa e Portale, a cura di M. Campobasso, Cariello e Tombari, Milano, 2016, 2709 ss.
4) N. Abriani, La riduzione del capitale sociale nelle s.p.a. e nelle s.r.l.: profili applicativi, in Rivista di diritto dell’impresa, 2008, 221 ss.
5) A. Busani- G. Mannella, Juventus F.C. e "dintorni": l'aumento del capitale sociale in presenza di perdite, in Le società, 2011, 1291-1301;
6) Consiglio Notarile di Milano, Massima 122, Aumento di capitale in presenza di perdite.

Moreover, for not attending students:
- N. Abriani, Le azioni e gli altri strumenti finanziari, in Abriani-Cagnasso-Montalenti-Ambrosini, Le società per azioni, in Trattato di diritto commerciale, diretto da Cottino, IV, I, 2010, 264-348.

Reference to texts and materials will be given during the course. It will mainly consist of class notes.

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.

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. 4: The rules on business financial restructuring as part of the system of corporate governance. The goals of insolvency procedures. The treatment of creditors and the role of the debtor (and of shareholders)


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. 4: Abilities in facing the main theoretical and practical issues on business distress and on the legal tools to restructure distressed firms.

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.

In order to take the final exam on Commercial Law (Module A & Module B), students shall have passed the following exams: General Constitutional Law, and Private Law I.
On the contrary, it is possible to take the intermediate exam on Module A and/or one of the two chosen seminars before than having passed General Constitutional Law and Private Law I.
To pass the exams on the seminars, 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 seminars suppose a good knowledge of the basics of commercial and company laws.

In order to take the final exam on Commercial Law (Module A & Module B), students shall have passed the following exams: General Constitutional Law, and Private Law I.
On the contrary, it is possible to take the intermediate exam on Module A and/or one of the two chosen seminars before than having passed General Constitutional Law and Private Law I.
To pass the exams on the seminars 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 seminars suppose a good knowledge of the basics of commercial and company laws.

Seminar: lectures and exercises (24 hours). The judgments and the papers subject to in-depht analysis will be available for the attending students through the Moodle platform.

Seminar: lectures and exercises (24 hours each seminar). Relevant materials will be available through the Moodle Platform.

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 two 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 sixfour, even if during the same part of the semester.

The subjects of the six four 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)
2. Legal principles of corporate finance (Prof. Stanghellini)

Second part of the semester:
3. Financial structure and extraordinary transactions (Prof. Abriani)
4. Principles of business restructuring (Prof. Stanghellini)

Please refer to the section “Type of assessment” for information on how the exam will take place.

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 two 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, even if during the same part of the semester.

The subjects of the four 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)
2. Legal principles of corporate finance (Prof. Stanghellini)


Second part of the semester:
3. Financial structure and extraordinary transactions (Prof. Abriani)
4. Principles of business restructuring (Prof. Stanghellini)

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.

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. 1. Managerial accountability and protection of minorities in company law and Seminar n.3. Financial structure and extraordinary transactions) 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 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 2019), 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.

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. 4, on “Principles of business restructuring”) 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, 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 (December 2018-February 2019), it can be taken in the summer examination session (June 2019), 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.

At the choice of the student, attending or not, two of the following theoretical-practical laboratories:

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. Principles of business restructuring (Prof. Stanghellini)

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.