- P.G. JAEGER - F. DENOZZA - A. TOFFOLETTO, Appunti di diritto commerciale, 8° ed., Giuffrè, Milano, 2019, con esclusione dei Capitoli XXIV ("La Società Europea"), XXVII (Trasformazione, fusione e scissione), XVIII ("Le cooperative") e XXIX ("Gli enti speciali") (approx. 660 pages in total);
- G. PRESTI - M. RESCIGNO, Corso di diritto commerciale, 9° ed., Zanichelli, Bologna, 2019; 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 XXXII ("Le società cooperative e le mutue assicuratrici"), 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 2019), which has exactly the same content.;
- G.F. CAMPOBASSO, Diritto commerciale, Volume 1, Diritto dell'impresa, 7° ed., UTET, Torino, 2013, the entire book, with the exception of paragraphs from 8 to 11 (included) 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, 9th Edition, 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”), Chapter 20 (“Trasformazione. Fusione e scissione”) and Chapter 21 (“Le società europee”) (approx. 775 pages in total).
There is no preference for any of the above listed textbooks; students can choose freely.
The slides of certain lectures will be made available to students on the online page of the Course (Moodle platform). The slides are by nature concise and incomplete, thereby being unsuitable to replace the textbook. Those slides are to be intended solely as an outline to facilitate participation to the lectures and guide the students in studying of the textbook.
Information on Module B (second part of the Commercial Law course) will be available on the specific online page.
- P.G. JAEGER - F. DENOZZA - A. TOFFOLETTO, Appunti di diritto commerciale, 8° ed., Giuffrè, Milano, 2019, with the exception of Chapters XXIV (“La Società Europea”), XXVII (“Trasformazione, fusione e scissione”) XVIII (“Le cooperative”) and XXIX (“Gli enti speciali”) (approx. 660 pages in total);
or
- G. PRESTI - M. RESCIGNO, Corso di diritto commerciale, 9th Edition, Zanichelli, Bologna, 2019; 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 XXXII (“Le società cooperative e le mutue assicuratrici”), 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 2019), which has exactly the same content.
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 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 based on the construction of business law, including European and international 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. The knowledge of Module A will be completed through Module B 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 based on the construction of business law, including European and international law.
Prerequisites - Last names A-G
In order to take the exam, students shall have passed the following exams: General Constitutional Law, and Private Law I.
Prerequisites - Last names H-Z
In order to take the exam, students shall have passed the following exams: 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: Lectures and exercises (48 hours). Relevant materials will be available through the Moodle Platform.
Teaching Methods - Last names H-Z
Module A: Lectures and exercises (72 hours). Relevant materials will be available through the Moodle Platform.
Module B: Lectures and exercises (48 hours). Relevant materials will be available through the Moodle Platform.
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 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 two courses (48 hours each). Both of them take place during the second semester. To complete the Module B, students have to choose one of the two courses: the one taught by Prof. Abriani, on interest of the company, fiduciary duties and managerial accountability, conflict of interest and related parties transactions, or the one taught by Prof. Stanghellini, on legal principles of corporate finance.
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 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 two courses (48 hours each). Both of them take place during the second semester. To complete the Module B, students have to choose one of the two courses: the one taught by Prof. Abriani, on interest of the company, fiduciary duties and managerial accountability, conflict of interest and related parties transactions, or the one taught by Prof. Stanghellini, on legal principles of corporate finance.
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 professor that teaches the selected Module B.
Professors Abriani 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 the following point).
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 2019 to February 2020).
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 (rote learning is inadvisable), 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 2020).
EXAM ON THE SUBJECT OF MODULE B:
The exam of Module B 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).
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 professor that teaches the selected Module B.
Professors Abriani 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 the following point).
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 2019 to February 2020).
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 (rote learning is inadvisable), 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 2020).
EXAM ON THE SUBJECT OF MODULE B:
The exam of Module B 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).
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. The group of companies.
For a complete overview of the entire course, here are the subjects of the two MODULES B
1. Interest of the Company. Fiduciary Duties and managerial accountability. Conflict of interest and related parties transactions (Prof. Abriani)
2. Legal principles of corporate finance (Prof. Stanghellini)
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. The group of companies.
For a complete overview of the entire course, here are the subjects of the two MODULES B
1. Interest of the Company. Fiduciary Duties and managerial accountability. Conflict of interest and related parties transactions (Prof. Abriani)
2. Legal principles of corporate finance (Prof. Stanghellini)
The Syllabus of the Modules B will be published on the relative online page.