Commercial law. Transfer of the business unit (M&A). Companies. The join stock corporations. Financial settlement. Corporate governance. Shareholders meeting. Directors and chief executive officer, Audit committee; duties and liability. Change of articles. Capital increase and reduction (general overview).
The limited liability company (overview).
Financial statement and balance sheet (overview)
For the students who have been attending regularly the lessons: lessons notes and slides, other materials (as decision, articles of corporations and similar) provided during the lessons.
For all the other students:
1- G. PRESTI - M. RESCIGNO, CORSO DI DIRITTO COMMERCIALE, Bologna, Zanichelli, 2017; VOLUME I: Lezioni da I a V included ("Il diritto commerciale", "L'imprenditore", "Categorie di imprenditori e normative applicabili", e "L'azienda, i segni distintivi e la proprietà intellettuale", La concorrenza fra imprese); VOLUME II: all the book with the exception of paragraphs 3 e 4 of Lesson XXIII (“S.P.A.: Le Azioni”), of paragraphs 3 - 4 e 5 of Lesson XXIV (“Categorie di azioni, obbligazioni, strumenti finanziari e patrimoni destinati”), Lesson XXXIII ("Le società per azioni quotate in mercati regolamentati") and of paragraphs 8 of Lesson XXXII and 4-5-6 e 7 of Lesson XXXVI ("Trasformazione, fusione e scissione. Profili di diritto internazionale"), and with the exception of paragraphs 3.4.3. ("Il bilancio consolidato") of Lesson XXXV (approx 399 pages).
OR
2- N. ABRIANI E ALTRI, DIRITTO COMMERCIALE, Giuffrè, available from beginning of 2018: parti I, II e III, with the exception of parts IV e V).
Until the publication of above mentioned book it's also possible to study on the follows books: N. ABRIANI e ALTRI, Diritto delle imprese, Manuale breve, 2a ed., Giuffré, 2012; from p. 3 to p. 152; from p. 235 to p. 295; N. ABRIANI E ALTRI, Diritto delle società, Manuale breve, 5a ed., Giuffré, 2012, from p. 3 to p. 153; from p. 185 to p. 267; from p. 287 to p. 338; from p. 373 to p. 424; from p. 465 to p. 480 (approx 558 pages);
OR:
3- G.F. CAMPOBASSO, Diritto commerciale, Volume 1, Diritto dell’impresa, 7a ed., UTET, Torino, 2013, pages from 1 to 131; from 139 to 191 and from 265 to 299; Volume 2, Diritto delle società, 9a ed., UTET, Torino, 2015: from p. 1 to p. 10, from p. 38 to p. 166; from p. 180 to p 210; from p. 218 to p. 240; from p. 305 to p. 410; from p. 420 to p. 431; from p. 447 to p. 454; from p. 493 to p. 522; from p. 537 to p. 547 and from p. 555 to p. 586 (approx 593 pages);
Learning Objectives
The commercial law course aims to provide students with a complete knowledge of the italian commercial and companies law.
The students will acquire the following knowledge
Principles and regulations concerning business organization law. Assets partition and legal personality in corporate law. Partnerships and companies.
The students will also acquire the following skills and ability:
A) Capacity to deal with major theoretical and practical issues arising from commercial law.
B) Capacity to find and discuss regulations, cases, bibliography in order to properly set and solve legal problems.
C) Critical understanding of the role of business law, with particular reference to wealth creation, financing, innovation. Ability in discuss legal issues according to the principles of commercial law.
Prerequisites
To take the exam students shall have passed the following exams: General Constitutional Law, Private Law I.
Teaching Methods
Lectures, seminars, conferences for 72 hours, with focus on empirical cases and examination of legal documents and materials
Power point presentations and other materials handed out during the lessons, will be available through the Moodle Platform.
Further information
In order to attend the course, students shall subscribe to the MOODLE Platform by the first week of lessons.
The attendance of the registered students will be verified by roll call on a random basis. Students enrolled in the course are required to notify the teacher if they are absent, writing an e-mail with the subject: "justification". A maximum of 6 justifications will be allowed.
Type of Assessment
Commercial law exam shall be performed all in one oral test at the end of the course.
Optional Written test reserved to students who have been attending regularly the lessons.
The above mentioned written test consists of 5 (five) short open-ended questions, and 10 (ten) multiple choice questions, to be answered in an hour and thirty minutes. The questions will be pre-printed in the sheets that will be handed at the beginning of each exam. The lines dedicated to each question are merely indicative and not exhaustive. Additional sheets will be available.
The evaluation shall be sufficient if at least 10 answers are fully sufficient.
In any case, the students may require to take an oral examination.
Course program
COURSE DESCRIPTION
The course consists of seventytwo hours, carried out during the second semester.
Subjects:
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.
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