COMMERCIAL LAW

Degree course: 
Academic year when starting the degree: 
2022/2023
Year: 
2
Academic year in which the course will be held: 
2023/2024
Course type: 
Compulsory subjects, characteristic of the class
Language: 
Italian
Credits: 
8
Period: 
First Semester
Standard lectures hours: 
60
Detail of lecture’s hours: 
Lesson (60 hours)
Requirements: 

none

The exam aims to assess the achievement of the educational objectives described above and the student's praparation. It takes place in written form and consists in the description of concrete casesand in the forlulation of questions related to them, to which an answer in requestedwith adequate reasoning (examples will be available on the e-learning page). The tine avalaible is 1 h. The grade is awarded on the basis of full knowkledge of the applicable rules, the adequate framing of proposed topics, the ability to critically and consciously apply the knowledge acquired, linguistic ownership and the correct uso 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, demonstate thet they are able to frame the proposed topics and know how to use the technical-lega terms.
During the exam it is not possible to consult legal sources, nor didactic material.
There is no intermediate test.

Assessment: 
Voto Finale

The aim of the course is to give students 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 problemsunderlying the operating rules and arrive at reasoned and sharable solutions.
Since the purpose of the course is to learn reasoning tools relating to the most well-known problems of the business and society,the didactic approach mus necessarilystart from the study and analysis of the individual rules and individual institutes, which must necessarily be studied, to arrive at the cncrete 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 avalaible on the e-learning page are dedicated to the study of business and companies, dealing in particular with the followion 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 of the company.
4, Partnerships: typological and organizational characteristics of parnerships, general partnerships and limited parnerships; 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 corporatione; asset organization and relations with third parties; relations between shareholders and the corporate administration; the shares; the dissolution of the corporation.
In particolar the study of corporations focuses in detail on the s.r.l. and in particular the innovative start-up and the s.r.l. PMI. With regard to s.p.a. the most importandisciplinary 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 issus of business and partnerships will absorb half of the available lectures, the renaining hours will be dedicated to corporations.

The detailedprogram of the course il the following:
A) Definition of entrepreneur. Agridultural entrepreneur and sommercial entrepreneur; the commercial entrepreneur statute. Definition of business and the discipline of its transfer. Business'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 contractwith 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 of 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 governanc, controls, capital increase and decrease.
J) The "s.a.p.a.": suggestions.
M) Basic principles regarding cooperative companies.
N) Extraordinary corporate transactions: transformations, mergers and demergers.

Convenzionale

Lectures and material on the e-learning page