The course is structured along two sections.
PART ONE (9 credits, autumn semester):
Business, enterprises, and competition. Trademarks.
Corporate finance. Banking contracts and the payment system.
Commercial contracts.
PART TWO (6 credits, spring semester)
General principles of business crisis and insolvency.
PART ONE:
The course textbooks are two:
1) LUCARELLI-RISTORI, Contratti commerciali di durata, Wolters Kluwer, 2017;
2) plus, at the student's choice, one of the following options:
- BUONOCORE, Manuale di diritto commerciale, Giappichelli,
2020: part I (only chapters 3, 4, 5, 6, 7 e 8), part III (only ch. 1), part IV.
- M. CIAN (edited by), Manuale di diritto commerciale, 4° ed., Giappichelli, 2021: section III (only ch. 7); section IV; section V; section VI; section XVII (only ch. 71).
PART TWO:
Due to the upcoming bankruptcy law reform, none of the above-mentioned textbooks are up to date. On this topic, electronic material will be made available via Moodle.
Learning Objectives
KNOWLEDGE
Principles and regulations concerning enterprises, competition law and business relationships.
Principles and regulations concerning corporate finance, focusing on banking finance, and banking contracts.
Principles and regulations concerning business crises and bankruptcy.
SKILLS
i) Capacity to address the main theoretical and practical issues arising in the field of commercial and corporate law, with particular attention to the company's ability to operate and prosper within the market, as well as to legal remedies in the event of a corporate crisis.
ii) Capacity to research normative, bibliographical and jurisprudential material and to use it for the correct framing of legal problems.
ABILITIES
Understanding of the role of law in business experience. Ability to engage in legal argumentation based on the interpretation of business law, including European and international law.
Prerequisites
In order to take the exam, students shall have passed the following exams: General Constitutional Law, Private Law I and Commercial Law.
Study of general Commercial law (entrepreneur and companies) is advised.
Teaching Methods
Lectures and exercises. The course will be partly conducted using a case-law approach. Power point presentations and other materials handed out during the lessons, will be made available through the Moodle Platform
Further information
All students, whether attending or not, are strongly advised to subscribe to the course's Moodle page. Several study materials will be made available on the Moodle page of the course (see the “Reference Texts” section).
Type of Assessment
The exam will take place through an oral examination.
The oral examination consists of two or three questions, which tend to be broad and non-mnemonic in nature, plus any additional specific questions that may be necessary for a better assessment of the candidate.
Candidates have to show ability in finding and discussing the relevant legal source.
An optional written test will be reserved to students who have been regularly attending the course.
Course program
(i) Enterprises and competition: distinguishing marks; regulation of competition; unfair competition; business competitiveness; network contracts.
(ii) Corporate finance and relations with banks. The financial structure of enterprises. Risk capital and debt capital. The types of banking and financial contracts. The payment system.
(iii) Commercial contracts: distribution; procurement; proxy; transport and shipping.
(iv) Bankruptcy and insolvency law. The Italian Bankruptcy code (legislative decree n. 14/2019).