COMMERCIAL LAW
- Overview
- Assessment methods
- Learning objectives
- Contents
- Full programme
- Delivery method
- Teaching methods
None
The exam aims to assess the achievement of the educational objectives described above and the student's preparation. It takes place in written form and consists in the description of concrete cases and in the formulation of questions related to them, to which an answer is requested with adequate reasoning (examples will be available on the e-learning page). The time available is 1 h. The grade is awarded on the basis of full knowledge of the applicable rules, the adequate framing of the proposed topics, the ability to critically and consciously apply the knowledge acquired, linguistic ownership and the correct use of technical-legal language. The maximum grade is attributed to the student who fully satisfies the conditions described above; full knowledge of the applicable rules, the proper framing of the topics and good language skills are essential for achieving a good or fair grade; to obtain the sufficiency it is always and in any case always necessary to demonstrate knowledge of the applicable rules, demonstrate that they are able to frame the proposed topics and know how to use the technical-legal terms.
During the exam it is not possible to consult legal sources, nor didactic material.
There is no intermediate test.
The aim of the course is to give students the necessary tools to understand
the rules concerning the operativity of the enterprises and companies,
developing in the students themselves the concrete ability to identify
and solve the most recurring issues, recognize the problems
underlying the operating rules and arrive at reasoned and shareable solutions.
Since the purpose of the course is to learn legal reasoning tools
relating to the most well-known problems of the business and society,
the didactic approach must necessarily start from the study and
analysis of the individual rules and individual institutes,
which must necessarily be studied,
to arrive at the concrete application of the rules,
also using recurring cases. The method, therefore,
is of a theoretical-practical nature, in keeping with the context
of a course of study of an economic nature.
At the end of the course the student:
1. will know and will be able to frame the legal profiles of the
individual and collective enterprise covered by the course program.
2. will be able to apply the knowledge thus
acquired on the basis of a correct understanding of the issues
that will arise from time to time.
3. will acquire an appropriate legal language that allows
the knowledge acquired to be communicated,
in a clear and effective way, to specialist or non-specialist interlocutors.
4. will have acquired the necessary bases and skills
to further study in various sectors of public and private corporate law.
The lectures and the material made available on the e-learning page are dedicated to the study of business and companies, dealing in particular with the following topics:
1. The notion of business; business categories; organizational models.
2. the business organization (accounting records, collaborators and the company).
3. The company: the notion and types of company; the partnership agreement; the purpose the companies.
4. Partnerships: typological and organizational characteristics of partnerships, general partnerships and limited partnerships; the set up of a company; asset organization and relations with third parties; relations between shareholders and the corporate administration; the dissolution of the company.
5.Corporations: typological and organizational characteristics of the corporations; the set up of a corporation; asset organization and relations with third parties; relations between shareholders and the corporate administration; the shares; the dissolution of the corporation.
6 In particular, the study of corporations focuses in detail on the s.r.l., and in particular the innovative start-up, the PMI srl and the s.r.l. piccola e media impresa; with regard to s.p.a. the most important disciplinary differences with the s.r.l. are subject to study and analysis. and, in particular, the rules concerning the share and its circulation, as well as the governance and protection of the shareholder.
As for the distribution of hours, the issues of business and partnerships will absorb two thirds of the available lectures, the remaining hours will be dedicated to corporations.
The detailed program of the course is the following:
A) Definition of entrepreneur. Agricultural entrepreneur and commercial entrepreneur: the commercial entrepreneur “statute”. Definition of company and the discipline of its transfer. Company’s transfer vs. transfer of the single assets of the company.
B) General description of the companies. Companies and common ownership. Companies and other collective forms related to the exercise of enterprise.
C) Partnerships. The “società semplice” as common discipline. The “società in nome collettivo” as paradigm of commercial companies. Establishment, liability of the partners for company obligations, various types of governance and representation, contract amendments, resolution of the contract with reference to an individual partner, dissolution of the partnership. The “società in accomandita semplice”.
D. General description of limited liability companies. Incorporation of S.p.A.: process and contributions. The corporate financial structure: shares and their various categories, other financial instruments and bonds.
E) The S.p.A.’s organizational structure, the shareholders' meeting, board of directors and controls.
F) Suggestions on AI and algorithmic decisions
G) Amendments to the memorandum and articles of association. Increase and decrease of the share capital.
H) Company liquidation and dissolution.
I) The “S.r.l.”: constitution and contributions, members’ loans, corporate governance, controls, capital increase and decrease.
J) The “s.a.p.a.”: suggestions.
L) Essential principles regarding listed companies
M) Basic principles regarding cooperative compenies
N) Extraordinary corporate transactions: transformations, mergers and demergers.
Lectures and material uploaded on the e-learning page