Non-attending students can freely choose one of the following options (alternatively):
M. CIAN (a cura di), Manuale di diritto commerciale, Giappichelli, 2023 (5th edition).
Entire book with the following exceptions:
- paragraphs 7.II.2 (L’institore), 7.II.3 (Il procuratore) e 7.II.4 (Il commesso) of Section 3rd;
- paragraphs 10 (Concorrenza e correttezza imprenditoriale), 11 (La disciplina antitrust), 12 (I diritti di proprietà industriale: profili generali), 14 (Tecnologia e design) of Section 5th;
- paragraphs 16 (I contratti di collocamento di beni e servizi), 17 (I contratti di organizzazione), 18 (I contratti di approvvigionamento finanziario) of Section 5th;
- Section 7th (Gli strumenti di mobilizzazione della ricchezza. Principi fondamentali - paragraphs 20 and 21);
- Section 8th (La crisi dell’impresa - paragraphs from 22 to 34 included);
- paragraphs 57 (Le società con azioni quotate in mercati regolamentati) of Section 11th;
- Section 14th (L’articolazione del rischio d’impresa – paragraphs 64 and 65)
- Section 15th (La società con scopo mutualistico – paragraph 66 and 67)
- Section 16th (Le operazioni straordinarie – paragraphs from 68 to 70 included)
- Section 17th (Il diritto del sistema finanziario – paragraphs from 71 to 77);
OR
G.PRESTI - M.RESCIGNO, Corso di diritto commerciale, single volume, Zanichelli Editore, 2021. Entire book with the following exceptions: lessons V, VII, VIII, IX, X, XI, XIV, XV, XVI, XVII.
Students attending the course could prepare for the exam using lecture notes and further material that may be provided during the course.
Learning Objectives
KNOWLEDGE
Principles and regulations concerning business, commercial agreements and organization law. Assets partition and legal personality in corporate law. Partnerships and companies. Cooperatives (principles). The knowledge will be completed through Advanced Commercial Law 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
In order to take the exam, students shall have passed the following exams: General Constitutional Law, and Private Law.
Teaching Methods
Lectures and workshops (72 hours).
The workshops are aimed at familiarising the student with legal reasoning in the specific context of commercial law and to care for the legal language, including written language. During the workshops, case law, contracts and corporate documents (bylaws, shareholders' agreements, minutes of shareholders' meetings) will be examined using an interactive approach and distributed via the Moodle platform.
Digital tools for interactive teaching will be used.
Further information
The material will be published in the Moodle Platform.
Type of Assessment
FINAL EXAMINATION: the exam of commercial law will be supported both by non-attending students and by attending students in oral form. The oral exam consists of two/three questions, which tend to be wide-ranging and non-mnemonic in nature, plus any additional specific questions where it appears necessary to better assess the candidate. The questions may cover the entire course syllabus, including topics addressed during the workshops, and there will be at least one question on company law.
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, 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
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.