COMMERCIAL LAW
- Overview
- Assessment methods
- Learning objectives
- Contents
- Bibliography
- Teaching methods
- Contacts/Info
The student must have an appropriate knowledge of Private Law, not only to approach to Commercial Law, but also to seize the specific requirements that have historically caused the introduction of special rules to regulate enterprises' activity.
The oral examination involves an evaluation expressed as a grade of out of 30, as duly registered on an electronic record-book. An exam is deemed to be passed successfully if the final grade is equal to or higher than 18/30. In the event of a full grade (30/30), the Examination Board may grant honours (lode).
The examination consists of an interview aimed to verifying the acquisition and correct understanding of the aforesaid teaching materials, included all documents uploaded on e-learning platform.
The final grade will take into account the accuracy and quality of the answers, as well as the student's ability to adequately justify assertions and analysis.
It will be assessed in particular the capacity:
a) to report the contents of the program, according to the specific nature of matter and to logical-systematic canons;
b) to make connections, also interdisciplinary, between different aspects of the discipline;
c) to answer questions and argue critical opinions by resorting to technical language appropriately.
During the course, students can develop a personal research on some topics with the assistance of the teacher and his collaborators. Its results will be summarized in short papers and discussed during the examination and considered for the decision of the final grade.
The course provides an introduction to law of partnerships and limited liability companies. At the end, the student is required to demonstrate appropriate skills about:
(a) General issues (concepts and categories of enterprises, organizational models, rules of negotiation, activities, funding, structure and crisis);
(b) Partnerships (organization, development and dissolution of the company, taking into account the rules governing the different kinds of partnerships allowed by Italian law, etc.);
(c) Limited liability companies (organization and management, stocks and shares, financing , groups, composition and powers of governing bodies, rules governing listed companies, financial statements, bylaws amendments, merger, demerger and transformation, etc.).
Through learning activities, the course improves the ability to make appropriate use of legal language and critically analyze some cases taken into account by both jurisprudence and doctrine.
The course aims to promote the student's ability to understand the objectives of the discipline and, for this purpose, part of the didactic will focus on the knowledge of phenomena and behaviors governed by the laws, with particular attention to relevant interests. The course also aims to promote the knowledge and ability to make appropriate use of the categories of legal reasoning typical of the commercial law and the specific vocabulary, as well as to develop the capacity to interpretate in legal context.
Furthermore, the course will focus on exercises aimed to develop abilities about the application of rules. To this end, students will examine doctrinal and jurisprudential opinions, as well as drafts of contracts, shareholder agreements, corporate statutes, practicing to amend and supplement their content. In the same perspective, students will examine cases specifically created for their final evaluation or to promote the debate in simulations of controversial court cases.
In addition, the course is a prerequisite for attending to Advanced Commercial Law and Competition Law.
The course will focus on enterprises’ general issues (concepts and categories of enterprises, organizational models, rules of negotiation, activities, funding, structure and crisis), partnerships and limited liability companies.
FIRST PART
Enterprises’ regulation
SECOND PART
Companies Law:
- The concept of ‘Company’;
- Shareholdings;
- Organization and management;
- By-law;
- Share capital;
- Financial statements;
- Merger, demerger and transformation;
- Groups of companies.
- P.G. JAEGER - F. DENOZZA – A. TOFFOLETTO, Appunti di diritto commerciale. Impresa e società, Giuffrè, Milano (2010);
- G. PRESTI – M. RESCIGNO, Corso di diritto commerciale, vol. I, Zanichelli, Bologna (ed. 2009); lezioni: VI, VII, VIII, XI,XII, XIII, XIV par. 1 e 2.1; XV, par. 1, XVI, par. 4.1; XVII par. 1.1 e 2.1.
In alternativa:
- P.G. JAEGER - F. DENOZZA – A. TOFFOLETTO, Appunti di diritto commerciale. Impresa e società, Giuffrè, Milano (2010), except chapters on entrepreneur;
- AA.VV. (Abriani e altri), Diritto delle imprese (Manuale breve), Giuffrè, Milano (ed. 2012), only Chapters I, II (only § 21 and 22 of Section 1 and Whole Section 3), III (only Section 2), IV, V(only §76), VI (only Section 3 and 4).
On the e-learning platform documents, such as jurisprudential cases and power-point presentations, will be uploaded.
The course is taking place in the second half of Academic year with 60 hours of lecture corresponding to 10 credits required for the matter.
Teaching includes:
- Theoretical lessons to illustrate principles and institutions of Commercial Law;
- Case law discussions in order to improve understanding of theoretical lessons and encourage the development of students critical arguments;
- A seminar on the limited liability company;
- A seminar on the listed companies.
On the e-learning platform documents, such as jurisprudential cases and power-point presentations, will be uploaded.
In addition, the course is integrated with the initiative "Law and Cinema. Law and Ethics of the enterprises", that will allow participants to watch some movies focusing on issues relating to the subject matter of the course, as well as to get additional credits in the manner specified by the Department Council.
Professors are available to meet students at the end of the lesson or at different locations, upon request by email.